AI Terminal

MODULE: AI_ANALYST
Interactive Q&A, Risk Assessment, Summarization
MODULE: DATA_EXTRACT
Excel Export, XBRL Parsing, Table Digitization
MODULE: PEER_COMP
Sector Benchmarking, Sentiment Analysis
SYSTEM ACCESS LOCKED
Authenticate / Register Log In

Rokiskio Suris

Interim / Quarterly Report Aug 30, 2024

2242_ir_2024-08-30_68010dbe-d9a2-4b35-b8a8-a48f8e604b84.pdf

Interim / Quarterly Report

Open in Viewer

Opens in native device viewer

FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2024

TABLE OF CONTENTS

GENERAL INFORMATION 3
1. REPORTING PERIOD FOR WHICH THE HALF-YEARLY CONSOLIDATED REPORT AND
CONSOLIDATED FINANCIAL STATEMENTS ARE PREPARED 3
2. KEY DATA ON THE ISSUER: 3
3. INFORMATION ON THE COMPANY'S GROUP OF COMPANIES 3
4. TYPES OF MAIN ACTIVITIES OF THE COMPANY AND THE COMPANY GROUP 4
5. STRATEGY AND OBJECTIVES OF THE GROUP 4
6. KEY EVENTS IN THE REPORTING PERIOD 5
7. SIGNIFICANT EVENTS AFTER THE END OF THE FINANCIAL YEAR 9
8. GROUP OPERATING ENVIRONMENT 9
9. GROUP SALES 12
10. PRODUCTS, BRANDS AND ACHIEVEMENTS 14
11. RISK FACTORS AND RISK MANAGEMENT 15
12. INFORMATION ON FINANCIAL RISK MANAGEMENT OBJECTIVES AND HEDGING
INSTRUMENTS USED 21
13. KEY FEATURES OF INTERNAL CONTROL AND RISK MANAGEMENT SYSTEMS RELEVANT
TO THE PREPARATION OF THE CONSOLIDATED FINANCIAL STATEMENTS 21
14. ENVIRONMENT PROTECTION 22
15. FINANCIAL RESULTS OF THE OPERATIONS 23
16. GROUP BUSINESS PLANS FORECASTS AND INVESTMENTS 2024 27
INFORMATION ON THE COMPANY'S SHAREHOLDERS AND SHARES 28
17. INFORMATION ON THE COMPANY'S SHARE CAPITAL 28
18. COMPANY CONTRACTS WITH BROKERAGE FIRMS 28
19. DATA ON TRADING IN THE ISSUER'S SECURITIES ON REGULATED MARKETS 28
20. RESTRICTIONS ON TRANSFER OF SECURITIES 30
21. PROCEDURE FOR AMENDING THE COMPANY'S ARTICLES OF ASSOCIATION 30
22. INFORMATION ON THE COMPANY'S SHAREHOLDERS 31
23. SHAREHOLDERS' RIGHTS 32
24. SHAREHOLDERS WITH SPECIAL CONTROL RIGHTS AND DESCRIPTIONS OF THOSE RIGHTS
33
25. INFORMATION ON ANY RESTRICTIONS ON VOTING RIGHTS 33
26. DETAILS OF REPURCHASES OF THE ISSUER'S OWN SHARES 33
27. DIVIDENDS 33
COMPANY MANAGEMENT 35
28. THE COMPANY'S GOVERNING BODIES 35
29. CORPORATE GOVERNANCE AND ORGANISATIONAL STRUCTURE OF THE COMPANY
GROUP 35
30. INFORMATION ON THE COMPETENCE AND PROCEDURE FOR CONVENING THE GENERAL
MEETING OF SHAREHOLDERS 35
31. BOARD OF DIRECTORS OF THE COMPANY 38
32. COMMITTEES WITHIN THE COMPANY 42
33. MANAGEMENT OF THE COMPANY 43
34. EMPLOYEES 44
35. INFORMATION ON AGREEMENTS BETWEEN THE COMPANY AND THE MEMBERS OF ITS
ORGANS, THE MEMBERS OF THE COMMITTEES IT HAS SET UP, OR ITS EMPLOYEES, WHICH
PROVIDE FOR COMPENSATION IN THE EVENT OF THEIR RESIGNATION OR DISMISSAL
WITHOUT JUST CAUSE, OR IN THE EVENT OF THE TERMINATION OF THEIR EMPLOYMENT
AS A RESULT OF A CHANGE OF CONTROL OF THE ISSUER 45
INFORMATION ON RELATED PARTY TRANSACTIONS AND SIGNIFICANT ARRANGEMENTS 46
36. TRANSACTIONS WITH RELATED PARTIES 46
37. INFORMATION ON HARMFUL TRANSACTIONS ENTERED INTO ON BEHALF OF THE ISSUER
46
38. CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 48
39. CONSOLIDATED BALANCE SHEET 49
41. CONSOLIDATED OWN CAPITAL CHANGE STATEMENT 51
42. COMMENTARY ON THE REPORT 52

GENERAL INFORMATION

1. Reporting period for which the half-yearly consolidated report and consolidated financial statements are prepared

The half-yearly consolidated report and the consolidated financial statements are prepared for the first six months of 2024.

2. Key data on the issuer:

Name of the issuer: Joint Stock Company "Rokiškio sūris" (hereinafter referred
to as the Company)
Legal form: Public limited liability company
Date and place of registration: 28 February 1992. State Enterprise Registru centras
Company code: 173057512
Address: Pramonės str. 3, LT 42150 Rokiškis, Republic of Lithuania
Keeper of the register of legal
persons:
State Enterprise Registru centras
Telephone number: +370 458 55200
Fax number: +370 458 55300
Email address: [email protected]
Website address: www.rokiskio.com
ISIN code: LT0000100372
LEI (Legal Entity Identifier) code: 48510000PW42N5W74S87
Trading code AB Nasdaq Vilnius RSU1L

3. Information on the Company's group of companies

As at 30 June 2024, the Rokiškio sūris Group (the "Group") consists of the parent company Rokiškio sūris AB and five subsidiaries. (30/06/2023: parent company and five subsidiaries).

Parent company:

Rokiškio sūris, AB (registration number 173057512, Pramonės g. 3, LT-42150 Rokiškis).

Subsidiaries of Rokiškio sūris, AB:

Rokiškio pienas, UAB, address of the registered office Pramonės g. 8, LT-28216 Utena. Registration number: 300561844. Rokiškio sūris, AB is the founder and the sole shareholder of Rokiškio pienas, UAB, holding 100% of shares and votes.

Rokiškio pieno gamyba, UAB, address of the registered office Pramonės st. 8, LT-28216 Utena. Registration number: 303055649. Rokiškio sūris, AB is the founder and the sole shareholder of Rokiškio, UAB, pieno gamyba, holding 100% of shares and votes.

Latvian company SIA Jekabpils piena kombinats (registration number 45402008851, address of the registered office Akmenu iela 1, Jekabpils, Latvia LV-5201). Rokiškio sūris, AB holds 100% of shares and votes in the company.

Latvian company SIA Kaunata (registration number 240300369, address of the registered office Rogs, Kaunata pag., Rezeknes nov., Latvia). Rokiškio sūris, AB holds 40 percent of member shares in the company, whereas Rokiškio pienas, UAB, holds 20 percent of member shares in the company.

DairyHub.LT, UAB (company code 305831304, registered office address Kauno str. 65, LT-20118 Ukmergė). Rokiškio sūris, AB is the founder and sole shareholder of DairyHub.LT, UAB, holding 100 % of shares and votes.

4. Types of main activities of the Company and the Company group

Main activities of Rokiškio sūris, AB group:

Operation of dairies and cheese making (NACE 10.51)

Rokiškio sūris, AB:

The main activity of Rokiškio sūris, AB is production and sale of fermented cheeses, whey products, skimmed milk powder.

Subsidiaries:

The main activity of UAB Rokiškio pienas is sale of fresh milk products and fermented cheeses.

The main activity of UAB Rokiškio pieno gamyba is production of fresh milk products (milk, kefir, sour milk, butter, curd, curd cheese, sour cream, glazed curd cheese bars, desserts).

The activity of SIA Jekabpils piena kombinats is purchase of raw milk.

The activity of SIA Kaunata is purchase of raw milk.

UAB "DairyHub.LT" - preparation and sale of hard cheeses to the final consumer in different parts of the world.

5. Strategy and objectives of the Group

In order to ensure that all members of the Company's governing bodies have a clear understanding of the Company's goals, directions and objectives, the Company's strategy is being developed to set out long-term strategic goals and objectives.

The Rokiškio sūris Group is guided in its activities by a 3-year strategic plan approved by the Board, the main provisions of which are set out below:

MISSION:

AB "Rokiškio sūris" = Trusted Dairy Professionals

VISION:

Sustainable processing more than 1 million tonnes of raw milk per year, as Lithuania turns into Baltland.

GOALS:

  • Leadership in the dairy sector in the region
  • Flexible production of premium quality products and sales that exceed customer expectations

  • To be the most attractive and reliable partner for dairy farmers
  • To continuously increase value for shareholders
  • Achieving sustainability objectives along the entire chain of operations

WE SEEK OUR GOALS BY:

  • Increasing the volume of purchased and processed milk by 5 percent annually.
  • Aiming at 3 percent annual net profit rate.

• By continuously reducing gas emissions, energy and water consumption and the use of nonrecyclable packaging in the production processed.

6. Key events in the reporting period

  • Ordinary General Meeting of Shareholders of AB "Rokiškio sūris" held on 30 April 2024:
      1. Agreed to the Audit Committee's report;
      1. Approved the audited consolidated and Company financial statements for 2023;
      1. Approved the allocation of profit/loss for 2023:
Title k EUR
1. Non-distributed profit (loss) at beginning of year 84 4876
2. Approved by shareholders dividends related to the year 2022 (5
251)
3. Transfers from other reserves 1 167
4. Other comprehensive income during the year (33)
5. Non-distributed profit (loss) at beginning of year after dividend
payout and transfer to reserves
80 369
6. Net profit (loss) of the Company of fiscal year 1 800
7. Distributable profit (loss)
of the Company
82 169
8. Profit share for mandatory reserve -
9. Share of profit allocated to the reserve
for the acquisition of
own shares
(6
300)
10. Profit share for other reserves -
11. Profit share for dividend payout * (5 251)
12. Profit share for annual payments (tantiemes) to the Board of
Directors, employee bonuses and other as accounted by Profit
(loss) statement
(30)
13. Non-distributed profit (loss) at end of year transferred to the
next fiscal year
70 588

It will be allocated 0.15 EUR per ordinary registered share. In total to the dividends payout EUR 5,251,004.40

  1. Approved the company's remuneration report;

  2. Decided in regards with the acquisition of own shares:

To acquire treasury shares in the Company at the following conditions:

5.1 The purpose of the acquisition of own shares is to reduce the Company's authorised capital by cancelling treasury shares. Following a change in the priorities of the Company's strategic investor, this investor's expressed wish to sell its shares to the Company, which had issued the shares in the first place, and to ensure that all interested shareholders are able to sell their shares;

5.2 The maximum number of shares that may be acquired - the total nominal value of the Company's treasury shares may not exceed 1/10 of the Company's share capital.

5.3The period within which the Company may acquire its own shares is 18 months from the date of adoption of this Decision;

5.4. Maximum and minimum acquisition price of shares - the maximum acquisition price of one share shall be EUR 2.94 per ordinary registered share of AB "Rokiškio sūris". The minimum acquisition price per share shall be EUR 1,98 per ordinary registered share of AB Rokiškio sūris;

5.5 Procedure for the sale of treasury shares and minimum sale price - treasury shares will not be sold, but will be cancelled by a decision of the General Meeting of Shareholders to reduce the Company's authorised capital;

5.6 To instruct the Management Board of the Company, in accordance with the conditions set out in this Decision and the requirements of the Law on Joint Stock Companies of the Republic of Lithuania, to take decisions on the acquisition of the Company's own shares, to organise the purchase and sale of own shares, to determine the procedure for the purchase of the shares, the granting of the shares and the sale of the shares, the timing, the number of the shares and the price of the shares and to carry out any other action related to the purchase and sale of the own shares.

The Company had a reserve of EUR 10,850 thousand for the acquisition of its own shares in accordance with the previous decisions of the General Meeting of Shareholders. The draft resolution proposed at this General Meeting of Shareholders increases the reserve for the acquisition of treasury shares to EUR 17 150 thousand.

As from the date of adoption of this decision, the decision of the General Meeting of Shareholders of 28 April 2023 on the acquisition of treasury shares shall expire.

  1. The updated Remuneration Policy of AB "Rokiškio sūris" is approved.

  2. Reserve for the acquisition of own shares is increased to EUR 17 150 thousand (seventeen million one hundred and fifty thousand euro).

Strategic investor Fonterra has decided to withdraw from the capital of AB Rokiškio sūris

The strategic investor Fonterra has decided to exit its minority interest in AB Rokiškio sūris as part of a long-term strategic investment review. The cooperation in dairy processing and product marketing will continue on mutually acceptable and beneficial terms.

The major shareholders of the Company have agreed that the exit will be carried out by Fonterra (Europe) Coöperatie U.A. by selling its 3,586,797 shares to the Company. The expected share price is EUR 2,2 per share.

AB Rokiškio sūris plans to repurchase its shares through the official offering market of AB Nasdaq Vilnius Stock Exchange. All shareholders of the company may submit orders to sell shares. The number of shares to be bought back will be calculated in proportion to the number of shares submitted.

The share repurchase is planned for May 2024. If the shares are repurchased up to 1/10 of the Company's share capital, the shares will be cancelled. A further public buyback will then be announced at the same price (EUR 2.2 per share). This procedure will be repeated until Fonterra (Europe) Coöperatie U.A. has sold to the Company all of its 3,586,797 shares.

On the acquisition of own shares in AB "Rokiškio sūris"

The Management Board of Rokiškio sūris AB, in accordance with the decision of the Ordinary General Meeting of Shareholders of Rokiškio sūris AB held on 30 April 2024, decided on 16 May 2024 to repurchase the ordinary registered shares of Rokiškio sūris AB with a nominal value of EUR 0.29 (twenty-nine euro cents). A reserve of EUR 17 150 thousand has been created for the acquisition of own shares. The shares will be repurchased through the Nasdaq Vilnius Stock Exchange's official bidding market.

Put orders are accumulated over the lifetime of the share purchase. If the supply of shares exceeds the number of shares to be acquired, all sellers of shares will have their number of shares reduced proportionately.

Acquisition terms:

Start date: 20 May 2024 Closing date: 24 May 2024 Maximum number of shares to be acquired: 2 725 523 units. Total maximum acquisition price: EUR 5 996 150,60. Acquisition price: EUR 2,20 per share.

AB Rokiškio sūris repurchased 10% of its own shares

AB Rokiškio sūris has completed the repurchase of its own shares through the Nasdaq Vilnius Stock Exchange's official offering market. During the repurchase period from 20 May 2024 to 24 May 2024, the Company purchased the full maximum number of shares to be repurchased, i.e. 2,725,523 units.

The total amount of the share purchase transaction is EUR 5,996,150.60.

The shares will be settled on 28 May 2024.

Together with the previously acquired treasury shares, the Company will hold 3,586,797 treasury shares amounting to 10% of the Company's share capital.

Information on the shares issued by AB "Rokiškio sūris" and the votes granted

Following the acquisition of 10% of its own shares by AB Rokiškio sūris (hereinafter referred to as Company), in accordance with Article 19(2) of the Law on Securities of the Republic of Lithuania, the Company shall provide the information on the total number of voting rights attached to all of the issued shares of the Company and the amount of the authorised capital, the number of the shares and the nominal value of the shares as at 28 May 2024:

Share class Ordinary registered shares
ISIN code LT0000100372
Number of shares, units. 35,867,970
Nominal value of 1 share, EUR 0.29
Company's authorised capital, EUR 10,401,711.30
Number of own shares, units. 3,586,797
Number of votes attached to the total number of shares in issue, pcs. 35,867,970
Number of votes for calculating the quorum for the General Meeting of 32,281,173
Shareholders
  • 27 June 2024 Decisions made by the Extraordinary General Meeting of Shareholders of AB "Rokiškio sūris":
      1. Reduction of the Company's authorised capital by cancelling the Company's repurchased shares.

Decision:

To reduce the authorised capital of AB "Rokiškio sūris" by EUR 1 040 171,13 (one million forty thousand one hundred and seventy-one euro and 13 cents) by cancelling the Company's 3 586 797 (three million five hundred and eighty-six thousand seven hundred and ninety-seven) ordinary registered shares with a nominal value of EUR 0.29 each.

After cancellation of its own repurchased shares, the authorised capital of Rokiškio sūris AB shall amount to EUR 9 361 540,17 (nine million three hundred and sixty-one thousand five hundred and forty euros and 17 cents) divided into 32 281 173 (thirty-two million two hundred and eighty-one thousand one hundred and seventy-three) ordinary registered shares, with a nominal value of EUR 0,29 per share.

  1. Approval of the new version of the Company's Articles of Association.

Decision:

2.1 To approve the new version of the Articles of Association of the Company.

2.2. To authorise the Director of AB "Rokiškio sūris", Dalius Trumpas, to sign the new version of the Articles of Association of AB "Rokiškio sūris".

  1. Acquisition of the Company's own shares.

3.1 The purpose of the acquisition of own shares is to reduce the Company's authorised capital by cancelling treasury shares. Following a change in the priorities of the Company's strategic investor, this investor's expressed wish to sell its shares to the Company, which had issued the shares in the first place, and to ensure that all interested shareholders are able to sell their shares;

3.2 The maximum number of shares that may be acquired - the total nominal value of the Company's treasury shares may not exceed 1/10 of the Company's share capital.

3.3 The period within which the Company may acquire its own shares is 18 months from the date of adoption of this Decision;

3.4 Maximum and minimum acquisition price of shares - the maximum acquisition price of one share shall be EUR 2.94 per ordinary registered share of AB "Rokiškio sūris". The minimum acquisition price per share shall be EUR 1,98 per ordinary registered share of AB Rokiškio sūris;

3.5 Procedure for the sale of treasury shares and minimum sale price - treasury shares will not be sold, but will be cancelled by a decision of the General Meeting of Shareholders to reduce the Company's authorised capital;

3.6 To instruct the Management Board of the Company, in accordance with the conditions set out in this Decision and the requirements of the Law on Joint Stock Companies of the Republic of Lithuania, to take decisions on the acquisition of the Company's own shares, to organise the purchase and sale of own shares, to determine the procedure for the purchase of the shares, the granting of the shares and the sale of the shares, the timing, the number of the shares and the price of the shares and to carry out any other action related to the purchase and sale of the own shares.

The Company has an unused reserve of EUR 9 943 thousand for the acquisition of own shares.

7. Significant events after the end of the financial year

There have been no significant events in the Company and the Group after the end of the reporting period (30.06.2024).

Data on publicly available information

In accordance with the procedure established by the laws of the Republic of Lithuania, all material events related to the Company's activities and information on the time and place of the General Meeting of Shareholders shall be published on the Company's website at www.rokiskio.com and on the stock exchange AB Nasdaq Vilnius http://www.nasdaqbaltic.com

INFORMATION ON THE ACTIVITIES OF THE COMPANY AND THE GROUP

8. Group operating environment

Basic provisions

Who we are:

  • We process more than 500,000 tonnes of milk in three dairies.
  • We produce and sell more than 35,000 tonnes of different cheeses.
  • About two-thirds of our production is exported outside Lithuania.
  • We are a responsible employer of more than 1 100 employees.

The Group's activities include the purchase of raw milk, the production of various dairy products and their sale on the Lithuanian and export markets.

Purchase of raw milk

In Lithuania, according to the preliminary data of the LDCs, in January-June 2024, approved milk buying companies bought 676,954 thousand tonnes of milk with an average fat content of 4.21% and a protein content of 3.43% from 10,849 milk producers. Compared to January-June 2023, milk purchases increased by 6.85% or 43.4 thousand t. Compared to the same month in 2023, milk purchases were higher in all months of 2024. Overall, the number of cows and the number of farms

selling milk in Lithuania continues to decrease. In June 2024, 210,507 thousand dairy cows were registered, i.e. 6.1% or 13.6 thousand less dairy farmers compared to the same period in 2023. Although the number of cows in Lithuania is decreasing, milk production is increasing. The growth is driven by the increase in the size of dairy farms and the increase in cow productivity.

Here is a comparison of the buying-in prices for natural milk of the Rokiskio suris AB group for 2022-2023-2024, for milk bought in from milk producers of European size, selling more than 40 t of milk per month:

The graph shows that the buying-in price for raw milk in 2024 decreased slightly between January and June, but remained above the buying-in price for the same period in 2023. The fall in buying-in milk prices is not only limited to Lithuania, but also to other European Union countries. According to the European Commission's (EC) Agricultural Market Output Report for the first quarter of 2024, milk prices fell by an average of 12% across the EU. Milk prices are dictated by global markets. However, we have the distinctive feature in the Baltic markets that we are, first of all, a small market. Therefore, these fluctuations happen very quickly, maybe not going up so quickly, but going down quickly. However, the EC forecasts a 4-6% increase in milk purchase prices in the second half of 2024.

Production of Dairy Products

The production of dairy products in the Rokiškio sūris Group is carried out in the cities of Rokiškis (AB Rokiškio sūris), Utena (UAB Rokiškio pieno gamyba) and Ukmergė (UAB DairyHub).

  • AB Rokiškio sūris (Rokiškis) specialises in the production of fermented cheeses and whey products. It also produces processed and processed smoked cheeses.
  • UAB "Rokiškio pieno gamyba" (Utena) specialises in the production of fresh dairy products, whey protein concentrate, milk flour, and butter and butterfat blends.
  • UAB "DairyHub" (Ukmergė) specialises in cutting and packaging of hard cheese "Grand" produced by AB "Rokiškio sūris" (Rokiškis).

The products of the Rokiškio sūris Group are well-known not only in the local but also in the export markets. This is due to the high quality of the products, which can compete with dairy products from all over the world.

Production / Year 6 months 2024 6 months 2023 Change,
%
Fermented cheese, t 18,815 18,987 4.2
Lactose, t 6,639 6,772 6.7
Butter and fat blends, t 2,711 3,568 0.5
Dry dairy products,* t 1,600 1,961 29.1
Short shelf-life dairy products, t 23,165 20,605 -5.7

Comparison of production volumes of AB ROKIŠKIO SŪRIS (tonnes)

* - Whey protein concentrate, skim milk powder, buttermilk powder.

Comparing the first half of 2024 with the same period in 2023, the volume of milk processed in the Group decreased by 4.9%. The production of fresh dairy products increased by 12.4% in the first half of 2024, resulting in a decrease in the production of fermented cheeses.

The production of fermented cheeses decreased by 0.9% in the first half of 2024 compared to the first half of 2023. The volume of hard cheeses is 51.1% lower than in the same period of 2023. Semi-hard cheese production is 5.9% higher, while fresh cheese production increased by 44.2%. The changes in the range are driven by market demand and price changes.

Milk sugar production in the first half of 2024 is 2% lower than in the same period in 2023. The volume of dry dairy products (whey protein concentrate, skimmed milk flour, buttermilk flour) is decreased by 18.4% compared to the same period last year.

The production of butter and spreadable fat mixtures decreased

by 24%.

The development of Rokiškio GRAND hard cheese has received the most attention and the search for a unique taste, and the responsible preparation of the cheese has taken probably the longest time in the history of Lithuanian cheese. Maturing the largest cheese head in Lithuania - ~35 kg - brings out the best qualities of hard cheese. One head of Rokiškio GRAND cheese uses half a tonne of the highest quality milk, which, after careful work and attentive maturation, produces a head of cheese of this size. And this is just one of the unique features of this special cheese. The essential ingredients for a truly great cheese are: knowledge and experience, people, quality raw materials and the right ripening conditions. "The taste of Rokiškio GRAND cheese is irresistible even to the most discerning gourmets of the world. For the third time, the International Taste Institute in Brussels has awarded this Lithuanian hard cheese gold stars in the prestigious Superior Taste Award 2022! Made in Rokiškis - recognised worldwide! Rokiškio GRAND hard cheese with a subtle, elegant taste.

In order to compete successfully and expand outlets and improve processes, the food safety system was re-certified in 2024 to the International Food Standard (IFS) and reassessed with Higher Level certification. This rating confirms that dairy products are produced in accordance with the highest food safety and quality standards.

9. Group sales

The consolidated unaudited sales of AB Rokiškio sūris Group for the period from January to June 2024 amounted to EUR 174,808 thousand, i.e. an increase of 18.03% compared to the same period of the previous year. Consolidated sales for the same period in 2023 amounted to EUR 148 106 thousand.

Most of the company's production is exported. AB Rokiškio sūris exports its production to 46 countries worldwide (2023: 32 countries). Italy continues to be the main and largest buyer of production. As in every year, in 2024 the company's production was exported mainly to Western European countries and, compared to the first half of 2023, sales to European countries increased by 35% across all product groups.

The main reasons for the increase in sales to European countries were the increase in the prices of fermented cheeses, fresh cheeses compared to the first half of 2023, and the very strong increase in the market price of milk proteins. Almost all of the company's milk proteins are sold in European Union countries.

Sales to the US continue to decline by 15% in 2024 compared to 2023, driven by the fact that many existing customers have started to buy domestically produced hard cheese, which is not comparable to its European counterpart in terms of selling price and is sold at a significantly lower value.

Compared to 2023, the company has reduced butter sales to the Middle East market by 18%. This significant decrease is due to the fact that in the first half of the year it was more profitable for the company to sell cream than to produce butter, as the price of cream was higher when converted into butter per unit of fat.

As in the past, the Group continued to sell its usual products - milk and buttermilk flours and additional products from the cheese-making process, such as IBK and lactose - on export markets. In the first half of 2024, prices for whey flour concentrate recovered strongly, while demand for this product increased.

The main export destinations for Grand cheese in the first half of 2024 are Greece, Italy, UAE and Ukraine. One of the Rokiškio sūris Group's biggest goals remains the further penetration of hard cheeses, in particular Grand, into the European retail/Horeca market, i.e. to increase the sales of value-added cheeses, which is currently being worked on intensively and is already showing good results. The rapidly rising raw material prices dictate that we sell as much value-added as possible and gradually reduce the production and sales of raw cheese.

Sales on the local market

January - June 2024 the turnover of the Rokiškio sūris Group in the local market amounted to EUR 57.506 million, whilst in the first half of 2023 it was equal to EUR 52.800 million.

The domestic market accounts for ~33% of the company's sales portfolio.

The domestic market showed moderate growth in the first half of 2024, with a 9% increase in production turnover and a similar increase in production volumes of around 4200 tonnes per month. The strongest gains were achieved in the sour cream and cottage cheese categories (more than a third compared to the first half of 2023).

Output prices have been on a slight downward trend, which is expected to level off in the second half of the year.

The company's products and brands (Rokiškio; Rokiškio Naminis; Rokiškio GRAND; BiFi Active and others) are widely known and appreciated by Lithuanian consumers, and the company's future goals are to maintain/increase the share of the domestic market. Rokiškio Grupė's strongest positions

are in the categories of sour dairy products (kefir, buttermilk), cheese, processed cheese, sour cream and butter. In recent years, the curd line has been substantially modernised in the Utena production unit, allowing the most efficient technology and the highest quality product on the market.

Another notable trend is the increasing share of private labels in the portfolio of supermarkets, which has risen to several tens of percent in some categories. In response to the needs of its partners, the company is also present in this segment.

Accordingly, the number of private label SKUs on the shelves is decreasing, with the number of SKUs in the company's portfolio dropping from 160 to 125 over the years. In line with the trend, the company is trying to manage its retail portfolio efficiently, with a view to eliminating shrinking segments while maintaining mass production, and is looking for opportunities to achieve shelf-life periods that are attractive to retailers.

Group Sales by Market

Sold
Countries Jan-Jun 2024 Jan-Jun 2023 Change
kEUR % kEUR % %
Lithuania 57 506 32.90 52 800 35.65 +8.91
Europe 102 547 58.66 75 566 51.02 +35.70
Middle East 8 527 4.88 10 491 7.08 -18.72
Far East 1 990 1.14 4 768 3.22 -58.26
North America 3 287 1.88 3 911 2.64 -15.95
Other countries 951 0.54 570 0.38 +66.84
TOTAL: 174 808 148 106 +18.02

10. Products, brands and achievements

1st half of 2024 AB ROKIŠKIO SŪRIS Group has received a high rating from the EcoVadis sustainability system. It scored 62 points. We are proud of the high environmental score (80 points), but we still need to improve in other areas. Excellent results.

According to an independent study conducted by SB Insight, a research company based in Sweden, AB ROKIŠKIO SŪRIS was ranked among the top 20 most sustainable brands for the fourth consecutive year.

According to the researchers, the Sustainable Brand Index reveals how consumers perceive a brand through the lens of sustainability, in line with the United Nations Sustainable Development Goals (SDGs).

Keeping traditions alive is what we do best!

In March 2024, sour cream in a bag was added to the Rokiškis "Naminis" line. Sour cream fits perfectly in a line with high quality and deep traditions of Lithuanian dairy production.

Spring also saw the launch of the cheeriest and sweetest new product from Rokiškio Pienas - Bifi Creamy yoghurts with granola. The yoghurts come in three unique flavours: with mango and passion fruit, with cherry and with strawberry. ROKIŠKIS Bifi Creamy double-layered creamy yoghurts with granola will leave you indifferent with their pleasantly smooth texture and the taste of ripe berries or exotic fruits, while the granola will add crunch and richness to this unique tasting dessert. ROKIŠKIO Bifi Creamy is a dollop of creamy dream!

Another spring new product is Rokiškio GRAND grated hard cheese with chips. Perfect for pasta, soups and salads. It is the ideal choice for both professional chefs and home cooks. At the same time, the packaging of Rokiškio GRAND cheese, the pride of AB Rokiškio sūris, has been renewed, with a visible and clear accent on the name and an update of other design details.

11. Risk factors and risk management

Risk is understood as the impediment to the achievement of objectives due to potential events and their potential impact on the business. The Company's objectives include both long-term strategic goals and specific actions related to operations. The Company's Board is responsible for managing the Company's risks and assessing the adverse impact on the objectives and results. The identification and management of specific risks is assigned to the relevant functions within the Company. The level of risk is assessed in both strategic and operational decision-making, taking into account the external and internal environment. Risk management is integrated into the Company's business processes, so that potential risks are continuously monitored and analysed.

The group's principal activity is milk processing. The dairy processing business is linked to raw material suppliers, competition in the raw milk market and fluctuations in raw milk prices. Shortages of raw milk, which lead to continuous volatility in milk prices, may affect the Issuer's results of operations.

Specialisation in the production of fermented cheeses accounts for the bulk of revenues. The cheese maturation process is rather long, which makes it difficult to react quickly to market changes and may affect the company's performance. In addition, there is strong competition for dairy products on the domestic and export markets, cheaper Polish products and the Russian market ban limits sales.

The Group's credit risk relates to receivables. The risk of default by counterparties is controlled. The Group has credit insurance cover for its customers. For customers with higher financial risks, a prepayment system is in place.

The Group's activities are subject to regular food safety, environmental and social responsibility audits. Food safety systems are in place and operational in the Group.

The company's products have specific Halal and Kosher quality certificates. Organic products are produced and labelled with additional information.

The Group's management aims to produce safe and quality dairy products with the lowest possible environmental impact.

The Group is constantly looking for opportunities to optimise production, reduce costs and minimise and manage risks.

Risk factors:

Risk factor Source of risk Risk management.
Economic factors: Small farms; To mitigate potential risks and their
Supply
of
raw
Seasonality; impact, milk producers are paid milk
materials Competition; price
premiums
for
long-term
Lack of a long-term public regulatory cooperation,
higher
milk
quality,
framework. loyalty and balancing seasonality in
The evolution of raw milk prices milk production.
during the winter and summer periods. The risk is managed by additional
Significant movements in milk prices imports of milk from other countries
on world markets. (Estonia, Latvia) and by diversifying
the
purchase
of
raw
milk
from
different sized suppliers in Lithuania.
Sales of products The group's principal activity is milk Finding alternatives to imports.
processing. Its main product is rennet Increasing the range of products.
cheese. Revenue from the sale of Finding new markets.
cheese accounts for the majority of Working with business partners.
revenue. Risk assessment for each client.
The company's revenue, profit and
cash flow may be adversely affected
by changes in demand and prices for

cheese and other products such as milk
sugar, butter, WPC on the markets.
The production of long-ripened hard
cheese
is
a
lengthy
technological
process that lasts between 9 and 24
months. This lengthy process may
adversely affect the company's cash
flow and results of operations.
Internal
competition
between
local
producers.
Cheaper Polish production on the
Lithuanian market.
Increase in the volume and range of
cheaper
products
from
other
EU
countries.
Environmental
factors
Our activities consume large amounts
of energy and natural resources. This
poses a risk of environmental pollution
directly and/or indirectly, as well as air
pollution
from
technological
installations.
Vehicle
replacement,
maintenance,
control of operating conditions.
Choosing energy suppliers.
Resource
saving,
accounting
and
control measures.
Process
control,
automation,
modernisation.
Monitoring the use and impact of
natural resources.
Use of chemicals. This poses risks to
workers,
products
and
the
environment.
Employee training, personal protective
equipment.
Accounting and control.
Process automation.
Physical
environmental
pollution:
noise, smell, light
Control
measurements
and
assessment.
Deploying technical tools.
Focus on design.
Treatment of industrial and surface
wastewater. Discharge of pollutants
with industrial and surface wastewater.
Maintenance,
operating
conditions,
process control.
Pollutant
concentration
studies,
emission accounting.
Use
of
reserves
at
a
municipal
wastewater treatment plant. Cleaning
and maintenance of sand oil traps and
sewers.
Improper management of waste from
operations
poses
a
threat
to
the
environment
Waste sorting and accounting.
Ensuring proper storage conditions.
Process management, staff training.
Transfer to legitimate processors.
Regulation and compliance. Risks are
manifested in the high volume of
regulation and change in legislation.
Certified
management
system
compliant
with
ISO
14001:2015
Environmental Management Systems.
Requirements and guidelines for use.
Continuous evaluation of legislation
and
developments.
Reporting,
evaluation of established reports.
Environmental concerns of residents,
neighbouring
businesses
and
local
authorities. The company is located in
an industrial area of the city and is
adjacent to both other businesses and
residential areas.
Disseminating
information
about
company news in the local press and
on the internet.
Active
cooperation
with
local
authorities,
residents
and
business
communities.
Assessment of the impact of planned
activities
in
accordance
with
the

established procedures
In
the
production
areas,
climate
control systems are installed, which
not only maintain the set temperature
and humidity parameters, but also
work in a recuperative mode.
Energy risks We consume a lot of electricity, heat Electricity
is
supplied
by
an
and water in our operations. independent energy supplier under the
All production and non-production terms of a contract. Distribution is
equipment
relies
on
electricity
to
provided by the Energy Distribution
operate. This poses a risk to the Operator.
uninterrupted supply of electricity. Medium-voltage
switchgear
is
fed
Electricity, heat (steam) and water from two independent sources, which
supply influence the production and feed the power transformers. If one
technological processes. substation loses voltage, the other is
immediately energised.
We have installed 90 MW of solar
power plants.
Heat energy is supplied by centralised
urban heating networks using biofuels
(wood) in Rokiškis and Utena. We
also produce our own heat with two
boiler plants in Utena and Ukmergė
which use natural gas.
Strict contractual conditions for the
supply of thermal energy (steam),
defining maximum requirements for
pressure and temperature. Installed
steam metering to control and ensure
consumption
and
demand
of
the
respective workshops. Boilers for hot
water production.
The heat pumps recover some of the
heat from the environment and reduce
the amount of heat energy purchased.
Rokiškis receives most of its water
supply from its own waterworks and
treats wastewater in its own plants.
The
technological
operation
of
wastewater treatment plants is strictly
controlled, and monitoring is carried
out and reports are submitted and
made public in accordance with the
established procedures. Part of the
water is purchased from the city's
waterworks and part of the wastewater
is
managed
by
the
city's
water
management
company.
The
water
supply
and
wastewater
treatment
services for companies in Utena and
Ukmergė are provided by the urban
water management companies.
Food
safety
and
In order to achieve one of the most Based on the level of risk identified
quality important objectives of Rokiskio suris and the methodology approved by the
AB - to ensure food safety and quality Codex
Alimentarius
Commission,
and to avoid product recalls, the categories of control measures are
existing and potentially dangerous risk identified and control measures are
factors (biological, chemical, physical) defined.
have
been
identified,
and
the

Interim report and financial statements of ROKIŠKIO SŪRIS AB for the 6 months ended 30 June 2024

favourable
conditions
for
their
occurrence and increase have been
analysed. The risk assessment consists
of an evaluation of the likelihood of
the risk factor occurring and the
severity of the consequences.
Risk assessment covers the entire
production chain, from the purchase of
raw
materials
to
delivery
to
the
customer.
Identification of key control measures
for the main risk factors at play;
Assessing
the
effectiveness
of
operational controls to reduce risks to
an acceptable level;
Developing the necessary action plans
to improve the control system;
Regular
risk
management
and
monitoring of targets.
Information
security
IT risks relate to the use of illegal
software, lost and unrecoverable data,
and data vulnerabilities.
Only legal, licensed IT software is
used to avoid potential threats.
A configurable firewall is used to
protect against unauthorised access to
the company from outside.
Unauthorised access to data is limited
to those rights and roles that are
necessary for their work.
A test environment is used to test
changes to applications. Data loss is
prevented by backing up data.
All company computers have anti
virus software installed.
Old computer equipment is replaced
by new equipment with supported
software versions.
Occupational
risk
factors:
Physical factors:
Inadequate workplace design;
Non-compliance
with
the
general
minimum
requirements
for
work
equipment;
Mobile
self-propelled,
non-self
propelled work equipment;
Potentially hazardous installations;
Stability and robustness of structures;
Escape routes and exits;
Fire detection and extinguishing;
Electric current;
Activities of other companies in the
provision of services and other work
for the company.
Workplaces and work equipment are
maintained. Any deficiencies that may
affect workers' health and safety are
corrected.
Controls for work equipment shall be
clearly
visible,
identifiable
and
labelled. The work equipment shall
have a control system that allows it to
be brought to a complete and safe
stop. Emergency stop devices shall be
provided for this purpose. Where there
is a risk of injury to a worker as a
result of mechanical contact with
moving parts of the work equipment,
such parts shall be covered by guards
and protective devices shall be fitted
to prevent access to dangerous areas.
Work
equipment
shall
bear
the
necessary safety and health signs to
ensure the safety of workers. Workers
shall receive appropriate information
on the use of work equipment, on-the
job training and instruction, i.e. they
shall be made aware of the hazards
they
may
encounter
from
work
equipment.
Mobile work equipment shall be so
arranged and constructed as to expose
the worker to minimum risk. Such
equipment
is
subject
to
regular
maintenance, training and periodic
health checks.

Potentially hazardous installations are
operated in accordance with the Law
on the Maintenance of Potentially
Hazardous Installations. Maintenance
of potentially hazardous installations
is carried out. Employees working
with potentially hazardous equipment
are trained, periodically checked for
their
knowledge
and
periodically
checked for their health.
To ensure the stability and robustness
of buildings, maintenance is carried
out in accordance with the technical
building regulations.
Evacuation routes are maintained and
signposted.
Fire extinguishing equipment and fire
safety
engineering
systems
are
appropriate for the size and purpose of
the buildings, the equipment in the
buildings, the nature of the materials
stored
in
the
buildings,
and
the
number
of
employees
in
the
workplaces. Fire extinguishers and fire
safety engineering systems are subject
to
maintenance
testing.
Fire
extinguishing equipment is labelled.
Workplaces
are
equipped
with
a
ventilation
system.
Ventilation
equipment is maintained and updated.
Fire safety training and drills are
organised for staff.
Hazardous areas in workplaces are
marked.
Workstations
have
strong,
stable
floors. Workers are provided with
special footwear that is slip-resistant.
Electrical
installations
shall
be
installed in such a way as to avoid the
risk of fire or explosion and to protect
workers from direct or indirect contact
with electrical installations. Periodic
resistance measurements of electrical
installations shall be carried out in
accordance with the procedures laid
down by law.
In order to ensure the safety and health
of workers, avoiding risks arising
from
the
activities
of
another
undertaking and risks to their workers
from the activities of the company, a
description
of
the
procedures
for
cooperation and coordination shall be
drawn up and coordinating persons
shall be appointed.
Work equipment Use of personal protective equipment,
compulsory health checks for noise,
training for workers.

Physical: Noise

Lighting Inadequate or poorly installed and
maintained lighting in workplaces is a
major
occupational
risk
factor,
affecting workers' emotional stress,
reducing productivity and increasing
the number of accidents.
Occupational
risk
assessments
measure lighting in workplaces. If the
lighting does not meet the hygiene
standards, the luminaires are replaced
with
new
LED
luminaires.
The
advantages
are
lower
energy
consumption,
longer
lifetime
and
higher efficiency.
Chemical factors: Use of chemicals in laboratory testing,
cleaning
of
work
equipment
and
facilities.
High-pressure washing stations are
installed to fully control the doses of
chemicals needed for cleaning and
disinfecting rooms and to improve
staff
conditions.
Occupational
risk
assessments
are
carried
out
in
workplaces where chemicals are used.
Mandatory health checks. Information
and training for workers. Use of
personal protective equipment where
hazardous chemical agents are likely.
Artificial ventilation system in place.
Ergonomic factors: Manual
work
exists
in
many
workplaces
An occupational risk assessment is
carried
out.
An
ergonomic
risk
assessment to prevent musculoskeletal
disorders.
Compulsory
health
screening.
Manual
and
electric
wheelchairs
are
used
to
reduce
ergonomic risks. Lifts are also used.
The company has introduced robotic
technology to avoid heavy lifting. Job
rotation is implemented.
Social factors: Finding and recruiting staff.
Staff
development,
and
integrating
staff into work processes.
Search for workers at the labour
exchange.
Cooperation
with
educational
institutions.
Recommendations from in-house staff.
Attracting
young
professionals
through
special
programmes.
Adaptation
programmes
for
new
employees.
Internal
resources
(to
encourage
employees to develop, retrain and
upgrade their skills).
The
company
has
a
performance
appraisal and development system.
Staff development plans are drawn up
annually, covering both internal and
external training. Staff development
plans are drawn up each year. Training
is
organised
both
by
sending
employees
to
external
seminars
organised by suppliers and internally.
The company strives to build a stable
workforce by fostering good relations,
providing
opportunities
for
development, growth, participation in

decision-making,
and
employee
benefits
under
the
Collective
Agreement.
Retaining staff and reducing turnover. These social factors do not depend
solely on the actions of the company.
The
company
may
be
forced
to
increase
investment
in
robotic
production processes, i.e. replacing
manual labour with robots.
The Collective Agreement is updated
in 2023 to include more benefits for
the company's employees.
Employee engagement is promoted
through social actions and various
events that increase the sense of
community and pride in the company.

12. Information on financial risk management objectives and hedging instruments used

The Company and the Group are exposed to various financial risks in the course of their business. The Group's overall risk management programme focuses on the unpredictability of the financial markets and seeks to mitigate any potential negative impact on the Group's financial performance.

The Group is insured against general civil liability arising from its operations and damage to the Group's products or services. The insurance policy is valid worldwide.

Risk management is carried out by the Company's management. There are no written principles for the management of general risks.

13. Key features of internal control and risk management systems relevant to the preparation of the consolidated financial statements

The preparation of the Company's consolidated financial statements, internal control and financial risk management systems, and compliance with the legislation governing the preparation of the consolidated financial statements are supervised by the Audit Committee.

The consolidated financial statements of Rokiškio sūris AB and the Company are prepared in accordance with International Financial Reporting Standards (IFRS) as adopted for use in the European Union.

The Audit Committee monitors the process of preparation of the Company's and Subsidiaries' financial statements, reviews IFRS to ensure that all changes in IFRS are implemented in the financial statements in a timely manner, analyses transactions material to the Company's and Subsidiaries' operations, ensures the collection of information from the Group's entities and the timely and accurate processing and preparation of that information for the purpose of the financial statements and informs the Company's Board of Directors of material internal control weaknesses in the financial statements identified by the external and internal audits, and makes recommendations for their correction.

The preparation of financial statements in conformity with IFRS involves making estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates are based on management's knowledge of

current conditions and actions. The financial statements comprise the consolidated financial statements of the Group and the separate financial statements of the Company.

Subsidiaries (including special purpose entities) are entities in which the Group has control over the financial and operating policies. Such control is generally obtained by holding more than half of the voting shares. The existence and effect of any existing or convertible potential voting shares are taken into account in assessing whether the Group controls another entity. Subsidiaries are fully consolidated from the date on which the Group obtains control of those entities and are deconsolidated from the date on which control is lost.

The Audit Committee makes recommendations to the Board on the selection of the external audit firm and monitors the external auditor's and the audit firm's compliance with the principles of independence and objectivity.

14. Environment protection

The environmental policy of Rokiškio sūris AB is to strive for the efficient use of energy and natural resources, to reduce the negative impact on the environment, to implement pollution prevention measures, and to take care of the environment we live in. The Food Safety, Quality and Environmental Policy was updated on 14.01.2022 to promote a culture of sustainability among employees.

A Scope 1-2-3 assessment of the Group's greenhouse gas emissions for the year 2023 has been carried out in accordance with the GHG Protocol (GHG-greenhouse gases) and the Intergovernmental Panel on Climate Change (IPCC) guidelines.

All direct Scope 1 emissions are related to the Group's controlled activities: vehicle emissions, heat generation emissions, gas leakage. "Scope 2 emissions are indirect operational emissions generated by our energy suppliers (electricity and heat). We have included CO2, CH4, N₂O and fluorinated greenhouse gases (HFCs and PFCs) in the calculations, expressed as carbon dioxide equivalent.

Scope 3 assesses the areas that are most relevant to our work: 1. Purchased goods and services, 3. Fuel and energy related activities, 4. Upstream transport and distribution, 5. Waste generated in operations, 9. Transportation and downstream distribution.

With the extension of the Scope 3 calculations to Scope 2: Major Equipment, the calculations have been updated for the previous period in 2022 for the sake of comparability.

The 2023 Annual Financial Report is accompanied by a Corporate Social Responsibility and Sustainability Report for 2021. The latter has been prepared in accordance with the GRI standard (GRI-Global Reporting Initiative).

Our activities contribute mainly to the 10 Sustainable Development Goals, while in the environmental field we focus on 4 goals: 6 Clean Water and Sanitation, 7 Affordable and Clean Energy, 12 Responsible Consumption and Production, 13 Combating Climate Change.

We are committed to reducing Scope 1 and 2 greenhouse gas emissions by a quarter by 2025, and to becoming a neutral market player by 2050.

Internal environmental procedures govern the organisation's environmental and energy performance accounting activities. In accordance with these procedures, the data is analysed and presented to the management. Proposals are made to achieve targets and improve processes, improvement plans are drawn up and investments are made to implement the plans. We are committed to the Paris Agreement to keep temperature rise below 2˚C and to work towards keeping global warming below 1.5˚C. This is a science-based long-term goal.

The company has four environmental monitoring programmes to monitor and analyse potential environmental impacts. No adverse environmental impacts have been identified and reports are submitted to the Environmental Protection Agency.

A long-term strategic action plan is being developed to meet climate change targets. The company's customers are more and more interested in the actions of the company towards reduction of CO2 emissions in its procedures, and this makes to put more effort.

More detailed information about the sustainability practices and figures are provided with the annual Social Responsibility and Sustainability Report.

Financial indices 2024
06 30
2023
06 30
Change
+/- %
Sales revenue thou. eur 174,808 148,106 +26,702 +18.03
Gross profit thou. eur 20,248 13,227 +7,021 +53.08
EBITDA thou. eur 13,710 6,615 +7,095 +107.26
EBIT thou. eur 8,482 1,759 +6,723 +382.21
Operating profit thou. eur 7,485 1,174 +6,311 +527.56
Profit before tax (EBT) thou. eur 6,429 1,794 +4,635 +258.36
Fixed assets thou. eur 91,870 87,621 +4,249 +4.85
Current assets thou. eur 153,717 134,703 +19,014 +14.12
Total assets thou. eur 245,587 222,324 +
23,263
+10.46
Shareholders' equity thou. eur 156,389 147,964 +8,425 +5.69
Profitability (%)
Return on assets [ROA] % 3.49 0.79 +2,70
p.p.
-
Return on equity [ROE] % 4.05 1.20 +2.85
p.p.
-
Gross profit margin % 11.58 8,93 +2.65
p.p.
-
EBITDA margin % 7.84 4.47 +3.37
p.p.
-
EBIT margin % 4.85 1.19 +3.66
p.p.
-
Return on constant capital employed % 4.28 0.79 +3.49
p.p.
-
[ROCE]
Profitability ratio % 3.68 1.21 +2.47
p.p.
-
Financial structure
Liabilities/equity ratio coef. 0.57 0.50 +0.07 -
Equity to assets ratio coef. 0.64 0.67 -0.03 -
Debt to equity ratio coef. 1.89 2.14 -0.25 -
Market value indicators
Number of ordinary registered shares thout. 35,868 35,868 - -
Price per share at end of period eur 3.18 2.94 +0.24 +8.16
Market capitalisation at end of period thou. eur 114,060 105,452 +8,608 +8.16
Share price to earnings per share ratio [P/E coef. 15,90 58,80 - -
ratio]
Net earnings per share 0.20 0.05 -0.15 -

15. FINANCIAL RESULTS OF THE OPERATIONS

Interim report and financial statements of ROKIŠKIO SŪRIS AB for the 6 months ended 30 June 2024

Ratio Method of calculation Meaning of ratio
EBITDA Earnings
before
Interest,
Tax,
EBITDA

Operating
profit
before
Depretiation and Amoritization depreciation of fixed assets, amortization and
impairment costs helps investors to assess the
potential for profit before investing in fixed
assets.
EBITDA margin EBITDA / Income EBITDA
-
the relationship with income
shows
the
effectiveness
of
company
performance
EBIT Profit before tax and interest, i.e. net
profit + income tax + financial activity
EBIT – operational profit. EBIT is a very
important indicator, as all liabilities to
costs. creditors are paid from the operational
profit. This indicator well reflects the
company's ability to generate cash flow.
EBT Profit before tax, i.e. net profit + profit Profit before deduction of income tax and
tax. investing and financing activities at net
value
Return on assets [ROA] The ratio of EBIT for the past 12 months This
indicator
shows
how
much
the
to the average of the total assets over the company's assets are effectively managed,
past 12 months. i.e. share of net profit to every euro of the
company's assets, which is one of the most
popular valuation rates
Return on equity [ROE] The ratio of the net profit of the last 12 The return on equity shows how much euro
months to the average equity of the last s of net profit is attributable to one euro of
12 months. equity. This indicator is important for the
shareholders, taking into account their past
return on investment.
Returned on Capital The ratio of operating profit (EBIT) to The ROCE Profitability Index evaluates the
Employed [ROCE] operating income over the last 12 months recoverability of funds required by the firm
and the average capital employed over for
its
regular
operations.
It
is
often
the past 12 months. compared to the loan rates on the market of
that year. ROCE is considered to be above
the cost of borrowed capital at that time.
Liability to equity ratio Liability/Equity capital The ratio of liabilities to equity shows what
the total amount of long-term and short-term
liabilities of the company is per euro of
equity.
Debt-to-assets ratio Financial debts (long-term + short-term) / Its
a
financial
indicator
comparing
Assets company's financial debts with its entire
assets. The coefficient shows what part of
the
company's
assets
is
financed
by
borrowed funds.
Debt-to-equity ratio Financial debts (long-term + short-term) / This is one of the key financial leverage
Equity indicators. The debt-to-equity ratio shows
how many euros of short-term and long
term debt are per euro of equity. In
calculating
debts,
all
liabilities
of
the
company related to interest payment are
assessed.
Debt ratio Net Debt / Equity The ratio of net financial debt to equity
shows how many long-term and short-term
financial debts related to interest payments
minus available cash and other highly liquid
short-term financial assets are attributable to
one equity euro
General liquidity ratio The ratio of current assets to current The current liquidity ratio shows the ability
liabilities of
the
company
to
settle
short-term
liabilities using its current assets.
Price/earnings
ratio
Share price at end of period / (Net profit / The share price/earnings ratio reflects how
(P/E ratio) Number of shares) much investor pays for one euro of net
profit earned by the company in the past

period.
Net earnings per share Net profit / Number of shares Earnings per share show how much of the
net
profit
earned
by
the
company
is
attributable to one share in circulation.

Profit/(loss) statement

As at 30 June 2024, the sales revenues of the Rokiškio sūris Group amounted to EUR 174 808 thousand. The main part of the revenue is 99% from sales of cheese and all other dairy products. The Group's sales revenue increased by 18% compared to 6 months 2023.

In the first half of this year, sales of fermented cheeses increased by 28% to EUR 19 560 000.

The increase in sales was mainly driven by a 24% increase in the selling price of fresh cheeses, while prices of Grand fermented cheeses increased by more than 5%.

Due to the changing global dairy market situation, cheese production in the first half of the year was more focused on fresh fermented cheeses. Hard cheese sales remained almost at the same level as in 2023.

Sales of milk sugar and other whey products were made under contracts, but at lower prices than in 2023. Other whey products were sold at higher prices than in 2023. The increase in sales volumes was therefore also influenced by. Sales prices of butter and export cream increased but did not have a significant impact on sales growth.

On the market for fresh dairy products, there were no significant changes in sales volumes, with a small increase of EUR 3 760 000 due to changes in prices and product mix.

Costs:

In the first half of 2024, the Group incurred costs of EUR 154 560 thousand, an increase of 14.5% compared to the same period in 2023 (EUR 134 879 thousand).

The main contributors to the change in costs were the increase in sales volumes and the increase in raw milk prices, as well as the increase in service prices.

AB Rokiškio sūris Group generated consolidated unaudited net profit of EUR 6 429 thousand in the first 6 months of 2024. In the first 6 months of 2023, the Group generated a consolidated net profit of EUR 1 794 thousand.

The Group's outperformance is due to a significant increase in the prices of fresh and grandfermented cheeses and other whey products, as well as of fats (butter, cream) in the first half of 2024. Long-ripened hard cheeses were sold out of surplus but their production, when carried out at very high prices for raw materials, consumables and energy inputs, was sold during 2023 and therefore had a positive impact on the results for the first half of the year.

The operating profit margin for 6 months 2024 is 4.85%, while the operating profit margin for 6 months 2023 was – 1.19%.

EBITDA for the first half of 2024 amounted to EUR 13,710 thousand, i.e. 107.26% more than in the first half of 2023: (EUR 6 615 thousand).

The EBITDA margin for the first half of 2024 was 7.84% (first half year 2023: 4.47%).

16. Group business plans forecasts and investments 2024

The investment objective of AB Rokiškio sūris is to continue to increase the efficiency of production, focusing on production units, modernisation, repair and renewal of their equipment, as well as on energy resources (steam, electricity, compressed air), water distribution and preparation for production activities.

As every year, a lot of investment is being made in sustainability. The company continues to pursue its sustainability policy and business decisions towards sustainability are a long-term investment in the future. Sustainability remains an important criterion for the company. It also drives the direction of investment and change, which is why we are valued by our partners and customers.

This includes investments in heat pump efficiency improvements and digital process control modules.

The value of investments made by the Rokiškio sūris Group in the first half of 2024 is EUR 9 million.

The main and largest investments in the first half of the year, amounting to EUR 3.6 million, are the completion of the construction works at AB Rokiškio sūris: the construction of the Grand Cheese Warehouse was completed in the marketing department, the construction of the security post was completed, and the general renovation of the premises was finished.

The cheese ripening rooms have been renovated, the soft water preparation station has been reconstructed, the dairy scales have been installed with an automatic control system, and the control system of the cheese makers has been modernised by integrating them into a common control system.

In the first half of 2024 EUR 0.9 million were invested in the purchase of transport.

In the subsidiary UAB Rokiškio Pieno Gamyba, investments have been made in the modernisation of the yoghurt production and the butter production apparatus department.

Rokiškio sūris AB is a well-known professional in the dairy industry, which is pursuing key longterm development and sustainability goals, constantly looking for new innovative solutions. The Group's main and daily task is to increase its competitiveness in the region and in the international market, to develop new products that meet the highest safety and quality requirements.

Plans for sales markets

The most important and key challenge for the Company in 2024 is to launch and expand sales of Grand cheese in the retail and foodservice markets in the EU and the US. On the Lithuanian market, the Company plans to maintain sales at least at the current level (market share in Lithuania ~ 22%), by purifying the most valuable segments and aiming at reducing the total number of assortment, which is a common market trend (shelf SKUs are planned to be reduced by supermarket chains).

One of the priority sales areas is to strengthen sales of fresh produce and fermented cheeses in the neighbouring Baltic countries.

INFORMATION ON THE COMPANY'S SHAREHOLDERS AND SHARES

17. Information on the Company's share capital

Type of shares Quantity of
shares
(pcs)
Nominal
value
(EUR)
Total nominal value
(EUR)
Share of
authorised
capital (%)
Ordinary registered shares 35 867 970 0.29 10,401,711.30 100

As at 30 June 2024, the authorised capital of Rokiškio sūris AB consisted of:

18. Company contracts with brokerage firms

AB "Rokiškio sūris" has concluded an agreement with UAB FMĮ "Orion securities" (A. Tumėno st. 4, LT-01109 Vilnius, tel. (8-5) 231 38 33, [email protected]) for the management of accounting of securities issued by the Company and provision of investment services.

19. Data on trading in the issuer's securities on regulated markets

35 867 970 ordinary registered shares of AB "Rokiškio sūris" are listed on the Nasdaq Vilnius Baltic Official List. (symbol RSU1L). Nominal value per share EUR 0.29.

The Nasdaq Vilnius Stock Exchange is the only trading market for the Company's shares. The Company has been listed since 25 July 1995. The Company's shares are included in the OMX Baltic Benchmark Index.

The Company has not issued any debt securities to the public.

There are no debt securities registered and issued for non-public circulation.

There are no securities which do not represent a participation in the authorised capital but whose circulation is regulated by the Securities Law of the Republic of Lithuania.

No trading on other stock exchanges and other organised markets.

Company's share trading statistics:

6 months 2024 6 months 2023 6 months 2022
Last trading session price, EUR 3.18 2.94 3.00
Maximum price, Eur 3.18 3.06 3.10
Lowest price, Eur 2.80 2.84 2.58
Turnover, pcs. 25,178 48,502 150,341
Turnover, thousand EUR 75 142 435
Capitalisation, EUR, thousands. EUR 114,060 105,452 107,604

Dynamics of the Company's share price and turnover on the stock exchange Nasdaq Vilnius 01/01/2024-30/06/2024

Price – EUR

Source – AB Nasdaq Vilnius website: Rokiškio sūris | Trading — Nasdaq Baltic

Dynamics of the company's share price and turnover on the stock exchange Nasdaq Vilnius over 4 years (2020.06-2024.06)

Dynamics of the company's shares (RSU1L), OMX Baltic Benchmark GI and OMX Baltic GI indices, 6 months 2024

Source – AB Nasdaq Vilnius website: Baltic market indexes — Nasdaq Baltic

20. Restrictions on transfer of securities

There are no restrictions on holdings of securities or requirements to obtain the approval of the company or other security holders.

21. Procedure for amending the company's articles of association

The Articles of Association of the Company shall be amended in accordance with the procedure provided for by the laws of the Republic of Lithuania and the Articles of Association of the Company. The decision to amend the Company's Articles of Association shall be taken by the General Meeting of Shareholders of the Company by a qualified majority of 2/3 of the votes cast by the shareholders present at the meeting, except for the exceptions provided for in the Law on Joint-Stock Companies of the Republic of Lithuania.

If the General Meeting of Shareholders adopts a decision to amend the Articles of Association of the Company, a new version of the Articles of Association shall be drawn up and signed by a person authorised by the General Meeting of Shareholders.

All amendments and additions to the Articles of Association of the Company shall enter into force only upon their registration in accordance with the procedure established by the legislation of the Republic of Lithuania.

22. Information on the Company's shareholders

The total number of shareholders of AB Rokiškio sūris on 28 June 2024 was 5,580. (30 June 2023: 5,548)

Shareholding held by a group of shareholders (28/06/2024):
Name, surname
Name of company
Address Ownership of With persons
acting jointly
Company code Number of
ordinary
registered
shares
Share of
capital and
votes %
Share of
capital and
votes %
Pieno pramonės investicijų
valdymas, UAB
Company code
173748857
Pramonės st. 3,
Rokiškis
Lithuania
9 758 312 27.21
SIA RSU Holding, reg.
No.
40103739795
Elizabetes iela 45/47,
LV-1010 Riga
8 953 883 24.96
Antanas Trumpa
Company's Board
Chairman
2 378 755 6.63 75.59*
Andrius Trumpa 2 760 247 7.70
Rita Trumpaitė-Vanagienė 2 399 120 6.69
Fonterra (Europe)
Coöperatie U.A.,
CCI 50122541
Barbara Strozzilaan
356-360, EurBld2, 3e
verdieping, 1083HN
Amsterdam,
Netherlands
861 274 2.40
SB
Asset Management,
UAB (investment and
pension funds)
Gynėjų st.14, Vilnius
Lithuania
2
086 583
5.82
Treasury shares 3 586 797 10.00

*The group of persons acting jointly consists of UAB Pieno Industriu Invest valdymas (27.21% of the Company's authorised capital and votes), SIA RSU Holding (24.96% of the Company's authorised capital and votes), the strategic investor Fonterra (Europe) Coöperatie U.A. (2.40% of the Company's authorised capital and votes), members of the family of Antanas Trumpa (21.02% of the Company's authorised capital and votes).

The basis for the group of persons acting together is the shareholders' agreement signed on 13.10.2017. The purpose of this agreement is:

  • to regulate, where appropriate, the relationship between the shareholders, the strategic investor and the Company;
  • ensure joint action in the development of the Company;
  • agree on specific conditions and restrictions on the disposal of the Company's shares;

• enable the shareholders and the strategic investor to protect their interests in relation to their investment in the Company.

23. Shareholders' rights

Shareholders have the following non-proprietary rights:

1) attend general meetings of shareholders;

2) to submit to the company in advance any questions relating to the agenda of general meetings of shareholders;

3) vote at general meetings of shareholders in accordance with the rights attached to the shares;

4) to receive the information about the company referred to in Article 18(1) of the Law on Joint Stock Companies of the Republic of Lithuania;

5) to file a lawsuit with the court, requesting to compensate the company for damages incurred as a result of non-performance or improper performance of the duties of the company's manager and members of the Management Board, as set out in the Law on Companies of the Republic of Lithuania and other laws, as well as the company's Articles of Association, and in any other cases provided for by law;

6) to obtain the information referred to in Article 89(6) of the Law on Markets in Financial Instruments on a public limited liability company whose shares are admitted to trading on a regulated market;

7) other non-property rights established by the laws of the Republic of Lithuania.

Shareholders have the following property rights:

1) receive a share of the company's profits (dividend);

2) to receive company funds when the company's share capital is reduced in order to pay out company funds to shareholders;

3) to receive shares free of charge when the authorised capital is increased from the company's funds, except for the exception provided for in Article 42(3) of the Law on Joint Stock Companies of the Republic of Lithuania, and in the case provided for in Article 471 of the Law on Joint Stock Companies of the Republic of Lithuania;

4) the right of first refusal to acquire shares or convertible bonds issued by the company, except in the event that the General Meeting of Shareholders decides to waive the right of first refusal for all shareholders in accordance with the procedure set out in the Law on Companies of the Republic of Lithuania;

5) to lend to the company in the manner prescribed by law, but the company shall not be entitled to pledge its assets to the shareholders when borrowing from its shareholders. When a company borrows from a shareholder, the interest shall not exceed the average interest rate of commercial banks in the place of residence or business of the lender at the time of the conclusion of the loan agreement. In such a case, the company and the shareholders are prohibited from agreeing on a higher interest rate;

6) to receive a share of the assets of the company in liquidation;

7) to have other property rights provided for by the laws of the Republic of Lithuania.

The rights referred to in paragraphs 1, 2, 3 and 4 shall be vested in the persons who were shareholders of the company at the end of the tenth business day following the date of the general meeting which adopted the relevant resolution.

24. Shareholders with special control rights and descriptions of those rights

No shareholders with special control rights.

25. Information on any restrictions on voting rights

No shares with restrictions on voting rights.

26. Details of repurchases of the issuer's own shares

In line with the 30 April 2024 Rokiškio sūris AB Ordinary General Meeting of Shareholders, the Company bought back 2 725 523 of its own shares during 20-24 May 2024. The purchase price per share was EUR 2.20. The total price of the shares purchased was EUR 5 996 150.60.

With previously acquired own shares at 30 June 2024 The Company has acquired 3 586 797 own shares for a total purchase price of EUR 8 247 436.62. The total nominal value of the acquired own shares amounts to 1/10 of the Company's share capital.

On 27 June 2024, the Extraordinary Meeting of Shareholders of AB Rokiškio sūris adopted a decision to cancel the 3 586 797 treasury shares and to reduce the authorised capital of the Company.

27. Dividends

The General Meeting of Shareholders decides on the allocation and payment of dividends when distributing the company's distributable profit.

The Ordinary General Meeting of Shareholders of AB Rokiškio sūris, held on 30 April 2024, approved the audited consolidated financial statements and the Company's financial statements for 2023 and the distribution of the Company's profit for 2023. Dividends were distributed in the amount of EUR 5 251 004.40 or EUR 0.15 per ordinary registered share.

Below are the details of the dividends declared and paid over the last 10 years:

Year Dividends, Dividend per shatre, EUR
EUR
2013 1,015,578.08 0.0290
2014 Dividends were not paid
2015 2,341,737.37 0.0700
2016 3,228,117.30 0.1000
2017 3,586,797.00 0.1000
2018 3,506,165.30 0.1000
2019 3,500,669.60 0.1000
2020 3,500,669.60 0.1000
2021 3,500,669.60 0.1000
2022 5,251,004.40 0.1500
2023 5,251,004.30 0.1500

AB Rokiškio sūris has a Dividend Policy approved by the General Meeting of Shareholders on 27 April 2018. In accordance with this Dividend Policy, the Company's Board of Directors, when proposing to the General Meeting of Shareholders to allocate dividends, will be guided by the signed Shareholders' Agreement, according to which 100% of the Company's profit for the financial period, less the Company's funds earmarked by the Board for CAPEX, working capital and/or other purposes, will be allocated to the dividends. In the event that the Company's Board of Directors

foresees a significant amount of investments, which would result in the Company's profit for the financial period being insufficient to pay dividends in accordance with the dividend provisions described above, the Board of Directors of the Company will endeavour to maintain the continuity of the payment of the dividends for the previous financial periods, taking into account the Company's financial situation and the trend in the global dairy industry market.

The General Meeting of Shareholders may not resolve to declare and pay dividends if any of the following conditions are met:

(1) the company has outstanding obligations which have fallen due before the decision is taken;

(2) the amount of the distributable profit (loss) for the financial year under review is negative (loss);

(3) the company's equity is less than, or would become less if dividends were paid, than the sum of the company's share capital, statutory reserve, revaluation reserve and reserve for the acquisition of own shares.

A company that fails to pay its statutory taxes by the due dates cannot pay dividends, annual bonuses to board members and bonuses to employees.

Dividends shall be payable to those persons who, at the close of business on the record date for the rights of the General Meeting of Shareholders which declared the dividend (the close of business on the tenth business day following the date of the General Meeting of Shareholders which made the decision), were shareholders in the company or otherwise legally entitled to receive the dividend.

The company shall pay the dividend within 1 month from the date of the decision to distribute profits. The dividend may be in respect of a financial year or a period of less than a financial year.

Dividends for a period shorter than the financial year shall be granted by a decision of the general meeting of shareholders. Shareholders holding at least 1/3 of the total number of votes shall have the right of initiative in respect of dividends for periods of less than one financial year. A general meeting of shareholders whose agenda shall include the question of the granting of dividends for a period shorter than a financial year shall be held within 3 months of the end of the period for which the dividends are proposed to be granted, but no earlier than the approval of the set of annual accounts and the distribution of the company's profit (loss) for the preceding financial year, and no later than the end of the financial year.

Dividends for periods shorter than a financial year may be granted if all the following conditions are met:

1) the set of interim financial statements for the period of less than one financial year is approved;

2) the amount of profit or loss for the period of less than one financial year is positive (no loss);

3) the amount of the dividend payment does not exceed the amount of the profit (loss) for the period shorter than the financial year, the amount of the retained earnings (loss) for the previous financial year carried forward to the current financial year, less any part of the profit for the period shorter than the financial year which is required to be allocated to the reserves in accordance with the Law on Public Limited Companies of the Republic of Lithuania or the Articles of Association of the Company;

4) the company has no outstanding obligations which have fallen due before the decision is taken and, after payment of the dividend, would be in a position to meet its obligations in respect of the current financial year.

After the payment of a dividend for a period shorter than a financial year, the payment of a dividend for a period shorter than a financial year may not be made earlier than within 3 months.

COMPANY MANAGEMENT

28. The company's governing bodies

The Articles of Association of AB Rokiškio sūris, registered in the Register of Legal Entities, provide for the following governing bodies of the Company:

  • The General Meeting of Shareholders,
  • The Board of Directors,
  • The Chief Executive Officer of the Company (Director).

The Company does not have a Supervisory Board.

29. Corporate governance and organisational structure of the Company Group

The management structure of the Rokiškio sūris Group (hereinafter referred to as the Group) is organised according to the main functions, i.e. sales and marketing, production, financial management, milk purchasing, logistics and vindication. The functional directors formulate and develop the Group's strategy, tactics and objectives in accordance with their assigned functions.

30. Information on the competence and procedure for convening the General Meeting of Shareholders

The competence and convening procedure of the General Meeting of Shareholders shall not differ from the competence and convening procedure of the General Meeting of Shareholders set out in the Law on Companies of the Republic of Lithuania.

The right of initiative to convene the General Meeting of Shareholders of Rokiškio sūris AB shall be vested in the Management Board and the shareholders whose shares carry at least 1/10 of the total number of votes at the General Meeting of Shareholders.

The notice of the General Meeting of Shareholders of the Company to be convened shall be made public in the Republic of Lithuania and in all other Member States of the European Union, as well as in the countries belonging to the European Economic Area, at least 21 days before the General Meeting of Shareholders, in accordance with the procedure established by the Securities Law. The notice of convening the General Meeting of Shareholders shall be additionally published in the electronic publication "Public Notices of Legal Entities" published by the State Enterprise Centre of Registers in the source specified in the Articles of Association.

Persons who were shareholders of the company at the end of the record date of the meeting shall be entitled to attend and vote at the General Meeting of Shareholders or at a repeated General Meeting of Shareholders, in person, except for the exceptions provided for by law, or by proxy, or by a person with whom a contract of assignment of voting rights has been concluded. A shareholder's right to participate in a general meeting shall also include the right to speak and to ask questions. The record date of a meeting of a public limited liability company shall be the fifth business day preceding the general meeting or the fifth business day preceding a reconvened general meeting of shareholders.

A shareholder may vote in writing by completing a general ballot paper. The form of the General Ballot Form is available on the Company's website www.rokiskio.com in the Investors section and is also available with the draft resolutions submitted by the Company via the Central Regulated Information Submission Database. The completed General Ballot Form must be signed by the shareholder or his/her authorised person. The completed and signed by the shareholder or other person entitled to vote general ballot paper and the document confirming the right to vote shall be submitted to the Company in writing not later than on the last business day before the meeting, by registered mail to Pramonės st. 3, LT- 42150, Rokiškis, or by hand delivery to the Company during business days at the Company's registered office.

The Company does not offer the possibility to attend and vote at the meeting by electronic means.

A general meeting of shareholders may pass resolutions and shall be deemed to have been held when the shareholders holding more than ½ of the total number of votes are present. If a quorum is established, it shall be deemed to be present for the entire meeting. If a quorum is not present, the general meeting shall be deemed not to have been held and a reconvened general meeting shall be convened, which shall have the right to take decisions only on the agenda of the meeting that was not held and shall not be subject to the quorum requirement. The reconvening of the General Meeting of Shareholders shall be convened not earlier than 14 days and not later than 21 days after the date of the failed General Meeting of Shareholders. The shareholders shall be notified of the reconvened general meeting in the manner provided for in Article 261(3) of the Law on Companies no later than 14 days before the reconvened general meeting.

An ordinary general meeting of shareholders must be held annually at the latest within 4 months after the end of the financial year.

Shareholders holding shares carrying at least 1/20 of the total votes shall have the right to propose items to be added to the agenda. The proposal shall be accompanied by draft resolutions on the proposed items or, where no resolutions are required, explanations of each proposed item on the agenda of the General Meeting of Shareholders. The proposal to supplement the agenda shall be submitted in writing by registered mail to AB "Rokiškio sūris" at the address Pramonės st. 3, LT-42150 Rokiškis, or by e-mail at [email protected]. The agenda shall be supplemented if the proposal is received not later than 14 days prior to the date of the General Meeting of Shareholders.

Shareholders holding shares representing at least 1/20 of the total votes shall have the right to propose new draft resolutions on the issues included in the agenda of the meeting. The draft resolutions shall be submitted in writing by registered mail to AB "Rokiškio sūris", Pramonės st. 3, LT-42150 Rokiškis, or by e-mail to [email protected]. The shareholders shall also have the right to propose draft resolutions on the items on the agenda of the Meeting in writing during the Meeting.

Shareholders attending the General Meeting of Shareholders shall be registered in the shareholders registration list. This list shall indicate the number of votes that each shareholder holds.

A person attending a general meeting of shareholders and entitled to vote shall produce proof of identity. A person who is not a shareholder shall, in addition to this document, produce a document certifying that he is entitled to vote at the General Meeting. The requirement to produce proof of identity shall not apply to voting by written ballot in the form of a single ballot paper. The form of the general voting form is available on the Company's website at www.rokiskio.com under "Investors".

If a shareholder so requests, the Company shall, not later than 10 days before the General Meeting of Shareholders, send the General Ballot Paper by registered mail free of charge, or deliver it by hand and by signature. The completed postal ballot paper shall be signed by the shareholder or his/her authorised representative. The completed and signed blank ballot paper and the document confirming the right to vote shall be submitted to the company in writing not later than on the last working day before the meeting, by registered post to Pramonės st .3, LT-42150 Rokiškis, or by hand delivery to the company at the registered office of the company at the above address on working days.

Only fully paid-up shares confer the right to vote at other General Meetings. Each share carries one vote at a general meeting of shareholders.

The General Meeting of Shareholders shall have the exclusive right to:

1) amend the company's statutes;

2) change the registered office of the company;

3) elect the members of the Supervisory Board, or, in the absence of a Supervisory Board, the members of the Management Board, or, in the absence of a Supervisory Board or a Management Board, the Chief Executive Officer;

4) to dismiss the Supervisory Board or its members, as well as the Management Board or its members elected by the General Meeting of Shareholders and the Chief Executive Officer;

5) to elect and dismiss the auditor or audit firm for the audit of the annual financial statements, and to determine the terms of remuneration for audit services;

6) to decide on the approval of the remuneration policy of public limited liability companies whose shares are admitted to trading on a regulated market;

7) determine the class, number, nominal value and minimum issue price of the shares to be issued by the company;

8) to decide on the conversion of shares of one class of the company into shares of another class, and to approve the description of the procedure for the conversion of shares;

9) to decide to change the number of shares of the same class issued by the company and the nominal value per share without changing the amount of the share capital;

10) to approve the set of annual accounts;

11) to decide on the appropriation of profits (losses);

12) to decide on the creation, use, reduction and elimination of reserves;

13) to approve the interim financial statements drawn up for the purpose of deciding on the distribution of dividends for a period of less than a financial year;

14) to decide on the distribution of dividends for a period of less than a financial year;

15) to decide on the issue of convertible bonds;

16) to decide to revoke the pre-emptive right of all shareholders to acquire shares or convertible bonds of a particular issue of the company;

17) to decide to increase the share capital;

18) to decide to reduce the authorised capital, except for the exceptions provided for in the Companies Act;

19) to decide on the acquisition by the company of its own shares;

20) to decide on the allotment of Shares to employees and/or members of organs,

21) to approve the rules for the granting of Shares;

22) to decide on the reorganisation or demerger of the company and to approve the terms of the reorganisation or demerger;

23) decide on the restructuring of the Company;

24) to decide on the restructuring of the Company in the cases provided for by the Law on Corporate Restructuring;

25) to take a decision to liquidate a company, to cancel the liquidation of a company, except for the exceptions provided for in the Companies Act;

26) to elect and dismiss the company's liquidator, except for the exceptions provided for in the Companies Act.

The General Meeting of Shareholders may also decide on other matters falling within its competence under the company's Articles of Association, provided that, in accordance with the Companies Act, such matters do not fall within the competence of other organs of the company and are not essentially functions of the management bodies.

A decision of the General Meeting of Shareholders shall be deemed to be adopted when more shareholders vote in favour of it than against it, with the exception of items 1, 6, 7, 8, 9, 11, 12, 14, 15, 17, 18, 21, 22, 23, 24, 25 above, which shall be adopted by a 2/3 (two-thirds) vote of the total number of shares of all the shareholders present at the Meeting, and for item 16, the decision shall require 3/4 (three-quarters) of the votes of all the shares of the shareholders present at the General Meeting of Shareholders and entitled to vote on the matter.

31. Board of Directors of the Company

The Board of Directors is the collegiate management body of the Company, consisting of 6 (six) members. The members of the Board shall be elected and recalled by the General Meeting of Shareholders in accordance with the procedure established by the Companies Law. The members of the Board shall elect the Chairman of the Board. The number of terms of office of a member of the Board shall be unlimited. Only a natural person may be elected as a member of the Board. A member of the Supervisory Board of the Company (if the Company has a Supervisory Board) and a person who is not entitled to hold such office under the law shall not be a member of the Board. The powers of the members of the Board are defined in the Companies Act and the Articles of Association of the Company.

If the Board is recalled, resigns or otherwise ceases to hold office before the expiry of its term of office, a new Board shall be appointed for a new term of office. If individual members of the Board are elected, they shall be elected only until the end of the term of office of the existing Board.

The Board may take decisions and a meeting of the Board shall be deemed to have taken place when 2/3 or more of the members of the Board are present. Members of the Board who have voted in advance shall be deemed to be present at the meeting. A decision of the Board shall be adopted by a greater number of votes in favour than against.

The members of the Board are paid bonuses for their work on the Board in accordance with the procedure set out in Article 59 of the Companies Law. The amount of royalties depends on the Company's performance. The General Meeting of Shareholders shall decide on the payment of bonuses.

The General Meeting of Shareholders of AB Rokiškio sūris, held on 30 April 2024, granted bonuses of EUR 30 thousand to the members of the Board of Directors.

No other additional payments are foreseen for the Chairman of the Board in relation to the incentive scheme.

The members of the Board have not delegated any authority to other persons to carry out the functions falling within the competence of the Board.

Board Members of Rokiškio sūris, AB:

(Elected at the Extraordinary General Meeting of the Company on 10.12.2021)

Work experience AB Rokiškio sūris has been operating since 1966. 1971 -
2017 Head of the Company (Director).
Education 1966 Kaunas Polytechnic Institute, specialist in food
industry
machinery
and
apparatus,
qualified
as
a
mechanical engineer. In 1979, at Kaunas Polytechnic
Institute, he defended his thesis as a candidate of
technical sciences entitled "Organisation of the work of
vacuum apparatus", for which he was awarded a PhD in
mechanical
engineering
on
12
October
1994.
The
doctorate degree was awarded by the Lithuanian Science
Council on 1994.
Shares in AB "Rokiškio sūris" Directly
owns
2,378,755
shares
(6.63
%
of
the
authorised capital and votes) Together with related
parties 27,111,591
shares (75.59
% of the authorised
capital and votes).
Participation in the activities of other Chairman
of
the
Board
of
Rokiškio
pienas
UAB
companies (company code 300561844, registered office address
Pramonės st. 8, Utena) and Rokiškio pieno gamyba
UAB
(company
code
303055649,
registered
office
address Pramonės st. 8, Utena).
A shareholder of UAB Pieno pramonės investicijų
valdymas (company code 173748857, adr. Pramonės st.
3, Rokiškis), holding 5,621
units, i.e. 55.76
% of the
shares and votes of UAB Pieno pramonės investi
valdymas.

Antanas Trumpa – the Company's Board Chairman (as from 13.12.2017)

Darius Norkus – Member of the company's board. Deputy Chairman of the Board. Member of the Board since 2008 (re-elected for a new 4-year term of office at the Company's General Meeting of Shareholders on 10.12.2021).

Work experience Since
2001
Sales
and
Marketing
Director
of AB
"Rokiškio sūris" (company code 173057512, address
Pramonės st.3, Rokiškis).
Education Kaunas University of Technology, graduated engineer
(1993). Baltic Management Institute, Master's degree in
Business Administration (EMBA programme, 2000).
Shares in AB "Rokiškio sūris" No shares.
Participation in the activities of other Shareholder
of
UAB
Pieno
pramonės
investiciju
companies valdymas (company code 173748857, adr., Pramonės st.
3, Rokiškis), owns 4,07 % of the shares and votes of
UAB Pieno pramonės investiciju
valdymas.
Director
of
UAB
"DairyHub.LT"
(company
code
305831304, address Kauno st. 65, Ukmergė). He has no
shares in this company.

Paul M Campbell - Independent member of the Company's Board.

Work experience Director
and
owner
of
Osmotics
Consulting
Ltd.
Osmotics
Consulting
provides
dairy
and
other
agricultural
companies
with
strategic,
M&A,
management and financial advice. Paul has over 35
years of experience in general management, setting up
and managing international joint ventures, marketing,
engineering and finance. Worldwide, Paul has worked
in Australia, USA, Japan, Latin America, Russia, China,
India, Europe and North Africa. Paul M. Campbell
currently lives in London.
Education University of Canterbury, New Zealand, Chemical and
Industrial
Engineering.
Massey
University,
New
Zealand, Diploma in Dairy Science and Technology.
Shares in AB "Rokiškio sūris" No shares
Participation in the activities of other Not involved in other companies.
companies

Ramūnas Vanagas – Member of the company's board.

Member of the Board since 2006 (re-elected for a new 4-year term of office on 10.12.2021 at the Company's Extraordinary General Meeting of Shareholders)

Work experience Since 2005 Development Director of AB "Rokiškio
sūris" (company code 173057512, address Pramonės
st.3, Rokiškis). Since 2020 Director of Milk Purchasing
at
AB
Rokiškio
sūris
(company
code
173057512,
address Pramonės st.3, Rokiškis).
Education Lithuanian Academy of Agriculture, specialisation in
economics and organisation.

Shares in AB "Rokiškio sūris" No shares.
Participation in the activities of other Shareholder
of
UAB
Pieno
pramonės
investiciju
companies valdymas, holds 4,07 % of shares and votes in UAB
Pieno pramonės investiciju
valdymas (company code
173748857, adr., Pramonės st.3, Rokiškis); Member of
the Management Board of the Latvian company SIA
Jekabpils
piena
kombinats
(company
code
45402008851, registered office address Akmenu iela 1,
Jekabpils, Latvia), no shares.

Jonas Vaičaitis – Independent member of the Company's Board.

Work experience 1992-2018 m. Head of Branch, AB SEB Bank, Senior
Project Manager, Client Department.
Education Higher engineering degree, Kyiv Polytechnic Institute.
Shares in AB "Rokiškio sūris" No shares.
Participation in the activities of other Not involved in other companies.
companies

Thomas Jan de Bruijn – Member of the company's board.

(until the end of the current term of office (10.12.2025), elected on 07.10.2022 at the Extraordinary General Meeting of the Company).

Work experience M&A consultant at Deloitte (2011-2017)
Head of M&A at Fonterra Europe (2017-2019)
Head of Sourcing Fonterra Europe (2019-2021)
Commercial and Partnerships Director Fonterra Europe
(2021)
Education Master's degree in Strategic Management (Rotterdam
RSM University)
Shares in AB "Rokiškio sūris" No shares.
Participation in the activities of other No information available on participation in other
companies companies.

Company manager (director):

The Company is managed by the Chief Executive Officer (Director). The Chief Executive Officer (Director) of the Company is the Company's sole management body, which organises the day-to-day business activities of the Company, considers and decides on the Company's long-term strategic plan and business plan. In the Company's relations with other persons, the Director shall act on behalf of the Company with sole authority.

The Chief Executive Officer attends all General Meetings of Shareholders, including those held during the period under review.

The duties and powers of the Director are defined in the Law on Companies of the Republic of Lithuania and the Articles of Association of the Company.

Details of the Company's Chief Executive Officer (Director):

Dalius Trumpa - Company's Chief Executive Officer (Director)

(Appointed by the Board of Directors of the Company as of 01.01.2018)

Work experience AB Rokiškio sūris (company code 173057512, address
Pramonės st.3, Rokiškis) has been operating since 1991.
2002-2006 Production Director of AB Rokiškio sūris.
2007-2017 Deputy Director of Rokiškio sūris AB.
Since 2018.01.01.01 Director of AB Rokiškio sūris.
Since 02.01.2007 Director of the subsidiary UAB
Rokiškio pienas (company code 300561844, registered
office address Pramonės st.8, Utena).
Since 29.04.2013 Director of the subsidiary UAB
"Rokiškio pieno gamyba" (company code 303055649,
registered office address Pramonės st.8, Utena).
Education Kaunas
University
of
Technology,
Food
Industry
Machinery and Apparatus, Mechanical Engineer.
Shares in AB "Rokiškio sūris" No shares.
Participation in the activities of other Shareholder
of
UAB
Rokvalda
(company
code
companies 300059165,
address
Basanavičiaus
g.16A-125,
Vilnius), holding 100% of shares and votes.
Since 2010 Chairman of the Board of the Latvian
company SIA Kaunata (company code 240300369,
registered office address Rogs, Kaunata pag., Rezeknes
nov.,
Latvia). He does not own shares in this company.
Since 11 December 2013 Director of SIA "RSU
Holding"
(company
code
40103739795,
business
address Elizabetes iela 45/47, Riga). He holds 92
% of
the shares of SIA RSU Holding.
The shareholder of UAB "Pieno pramones investiciju
valdymas"
(company
code
173748857,
address
Pramonės g.3, Rokiškis) holds 27.97
% of the shares
and
votes
of
UAB
"Pieno
pramones
investiciju
valdymas";

32. Committees within the Company

Audit Committee of AB Rokiškio sūris:

The Company's Audit Committee is composed of 3 members, 2 of whom are independent. The term of office of the members of the Audit Committee is 4 years. The members of the Audit Committee shall be elected by the General Meeting of Shareholders on the recommendation of the Board of Directors of the Company.

  1. Kęstutis Gataveckas - Director of UAB Perlas Finance (independent member). Does not hold any shares in Rokiškio sūris AB.

  2. Vilmantas Pečiūra - Director of Virenda UAB (independent member). Does not hold any shares in Rokiškio sūris AB.

  3. Rasa Žukauskaitė - (Employee of the Finance Department of Rokiškio sūris AB). Has 2 shares in AB "Rokiškio sūris".

The term of office of the members of the Audit Committee expires on 30 April 2025.

The Audit Committee is a collegiate body, which takes its decisions at meetings. The Audit Committee may take decisions and a meeting of the Audit Committee shall be deemed to have taken

place when at least two (2) members of the Committee are present. A decision shall be adopted by the affirmative vote of at least two (2) members of the Audit Committee present at the meeting.

The functions, rights and duties of the Audit Committee shall be regulated by the Regulations on the Establishment and Activities of the Audit Committee of AB Rokiškio sūris, approved by the General Meeting of Shareholders of the Company, as well as by other documents regulating the activities of the Audit Committee.

Main functions of the Audit Committee:

    1. Monitor the process of preparing the financial statements of the Company and its Subsidiaries;
    1. Monitor the effectiveness of the Company's internal control, risk management and internal audit systems;
    1. To make recommendations to the Board of Directors of the Company in relation to the selection of the external audit firm and to monitor the audit process;
    1. To monitor the independence and objectivity of the external auditor and the audit firm;
    1. To inform the Board of Directors of the Company of significant deficiencies in internal control over the financial statements identified by the external and internal auditors and to make recommendations for their correction;
    1. Act honestly and responsibly for the benefit and welfare of the Company and its shareholders.

There are no other committees in the company.

33. Management of the company

Position Name, surname In office since
Director Dalius Trumpa 2018-01-01
Director of Finance Antanas Kavaliauskas 2002-05-01
Director of Milk Purchasing Ramūnas Vanagas 2020-01-01
Director of Logistics Ramūnas
Kubilius
2024-06-01
Sales and Marketing Director Darius Norkus 2001-07-18

Members of the company's management

Management bonus system:

Members of the Company's management receive a salary and variable components depending on the Company's performance, market conditions and other factors. The Group does not have any management bonus schemes in place.

Executive remuneration policy:

30 April 2024 The Company's General Meeting of Shareholders approved updated the Company's Executive Remuneration Policy. The Remuneration Policy defines the procedure for determining the remuneration to be paid to the Company's Director, members of the Board of Directors, establishes the forms of monetary remuneration for the activities of the members of the Company's collegiate management and supervisory bodies, the grounds for awarding and the procedure for payment of such remuneration, and governs other matters relating to the payment of remuneration to members of bodies. The Remuneration Policy shall apply to the Managers (the Company's Director and the members of the Management Board). The Remuneration Policy is drawn up for a period of four years. The Company does not have a Remuneration Committee.

The Company's Remuneration Policy is publicly available on the Company's website www.rokiskio.com under "For Investors".

34. Employees

The average number of employees in the Rokiškio sūris Group in the first six months of 2024 is 1,183, a decrease of 2.31% or 28 employees compared to the first half of 2023. The average number of employees in 6 months 2023 was 1,211. The decrease in the number of employees is due to the Company's ongoing reorganisation changes and optimisation of works, as well as seasonal fluctuations in the number of employees.

In the first 6 months of 2024, labourers represent 77.3% (H1 2023: 77.5) of the Company's total workforce; professionals represent 22.1% (H1 2023: 22.0%); Management staff consists of 6 managers (HI 2023: 6 managers).

Employees of the Group by category

Group of employees Average number of employees Change
30/06/2024 30/06/2023 (%)
Directors* 6 6 0
Specialists 262 266 -1.50
Workers 915 939 -2.56
Total: 1 183 1 211 -2.31

*Functional directors are assigned to the company's senior management.

The company employs highly qualified staff, including:

  • 25.19% (11.81% in the first half of 2023) with university degree;

  • 37.70 % with college degree (51.53 % in the first half of 2023);

  • secondary education: 35.67% (36.42% in the first half of 2023);

  • incomplete upper secondary education: 1.44% (0.24% in the first half of 2023).

Remuneration system

The company has an efficient and fair remuneration system to attract, retain and motivate staff. All employment contracts with the Company's employees, including managers, are concluded in accordance with the requirements of the Labour Code of the Republic of Lithuania. Employees are recruited and dismissed in accordance with the requirements of the Labour Code.

Average monthly earnings of Rokiškio sūris Group by employee group

Group of employees Average monthly salary Change
(%)
30/06/2024 30/06/2023
Managers 3 431 3
421
+0.29
Specialists 2 211 1 836 +20.42
Workers 2 039 1 751 +16.45
Average 2 084 1 778 +17,21

The average monthly salary is calculated in accordance with Government Resolution No 496, 21.06.2017.

The salary paid to the employees of AB "Rokiškio sūris" Group consists of:

1) fixed remuneration for the work performed - monthly salary stipulated in the contract;

2) piece rate remuneration: for employees on the production floor, for the sales department, for the sales manager, for the sales assistant, for the sales assistant, for the sales assistant, for the sales assistant, for the sales assistant, for the sales assistant. For production workers, the wages are based on the quantity of actual work performed and on approved rates;

3) variable remuneration: in accordance with the provisions of the incentive fund approved in the collective agreement.

From 2018 to the present, the Company has applied a remuneration system based on variable remuneration components established by the Company, depending on the Company's performance, market situation and other factors. The variable remuneration components are allocated to each division in accordance with the approved functional management system. These remuneration arrangements shall be approved by the Chief Executive Officer of the Company.

Each production department or division of the Company has an approved procedure for the allocation of the incentive pool, which includes performance evaluation criteria and incentives for all employees. Performance appraisal is one of the most important tasks of the Company in order to organise work as efficiently as possible, to achieve the objectives set, to foster positive relations between managers and their subordinates, and to increase the motivation of employees.

Employees of Group companies have the right to participate in trade union activities. The companies have a trade union committee which defends the labour, economic and social rights and interests of its members, defends the right to employment and social security of its members, takes care of the development of professional qualifications, develops professional ethics, and seeks to increase the wages and other incomes of workers in the food industry.

The Collective Agreement was approved in August 2022 and updated in December 2023, improving the guarantees already in place for employees. The purpose of this Collective Agreement is to create conditions for the harmonious functioning of the collective, to guarantee a level of work, remuneration, health and safety and other working conditions for the various categories of employees that is better than that provided for by the laws of the Republic of Lithuania, governmental decrees and regulations, and to provide better labour and social guarantees for the Company's employees.

35. Information on agreements between the Company and the members of its organs, the members of the committees it has set up, or its employees, which provide for compensation in the event of their resignation or dismissal without just cause, or in the event of the termination of their employment as a result of a change of control of the issuer

There are no agreements between the Company and the members of the Board of Directors or employees providing for compensation in the event of their resignation or dismissal without just cause, or in the event of termination of their employment as a result of a change of control of the Company. All employment contracts with the Company's employees, including members of the Company's management, are concluded in accordance with the requirements of the Labour Code of the Republic of Lithuania. Nor does the Company provide for any additional share-based payments.

INFORMATION ON RELATED PARTY TRANSACTIONS AND SIGNIFICANT ARRANGEMENTS

36. Transactions with related parties

Transactions with interested persons/related parties are disclosed in Note 7 of the Notes to the Company's Consolidated Financial Statements for the six months ended 30 June 2024.

There were no related party transactions entered into by the Company during the six months ended 30 June 2024 that were on an arm's length basis and/or were not in the ordinary course of the Company's business and/or had a material effect on the Company, its finances, assets or liabilities.

37. Information on harmful transactions entered into on behalf of the issuer

During the reporting period, there were no harmful transactions that were inconsistent with the Company's objectives, were not in line with normal market conditions, were prejudicial to the interests of the shareholders or other groups of persons and had or may in the future have an adverse effect on the Company's business or results of operations. There were also no transactions resulting from conflicts of interest between the duties of the Company's directors, controlling shareholders or other related parties to the Company and their private interests and/or duties.

AB "ROKIŠKIO SŪRIS" 2024 SIX MONTHS CONSOLIDATED INTERIM SET OF FINANCIAL STATEMENTS

Company code 173057512, address: Pramonės g. 3, LT-42150 Rokiškis, Lithuania

(All tabular amounts are in EUR '000 unless otherwise stated)

38. Consolidated Statement of comprehensive income

January - June
2024 2023
Sales 174,808 148,106
Cost of sales (154,560) (134,879)
Gross profit 20,248 13,227
Selling and marketing expenses (11,766) (11,468)
Operating profit (loss) 8,482 1,759
Finance costs (997) (585)
Profit before tax 7,485 1,174
Income tax (1,056) 620
Operating activity income (loss) 6,429 1,794
Net profit (loss) 6,429 1,794
Other comprehensive income - -
Total comprehensive income for the year 6,429 1,794

Company code 173057512, address: Pramonės g. 3, LT-42150 Rokiškis, Lithuania

(All tabular amounts are in EUR '000 unless otherwise stated)

39. Consolidated Balance sheet

June 30, 2024 December 31, 2023 June 30, 2023
PROPERTY
Long-term tangible assets 80,170 82,600 84,273
Intangible assets 58 93 130
Investments 169 169 169
Other non-current receivables and loans 11,473 2,339 3,049
granted
91,870 85,201 87,621
Current assets
Inventories 87,004 94,397 75,125
Receivables and advance payments 60,245 54,466 55,344
Loans granted 2,528 1,539 2,422
Prepaid income tax 943 766 -
Cash and cash equivalents 2,997 3,896 1,812
153,717 155,064 134,703
Total assets 245,587 240,265 222,324
EQUITY AND LIABILITIES
Capital and reserves
Ordinary shares 10,402 10,402 10,402
Share premium 18,073 18,073 18,073
Reserve for acquisition of treasury 17,150 10,850 10,850
shares
Treasury shares (8,247) (2,251) (2,251)
Other reserves 24,038 24,729 25,430
Retained earnings 94,973 99,438 85,460
156,389 161,241 147,964
Non-current liabilities
Borrowings 2,800 3,850 4,900
Deferred income tax liability 1,859 2,068 508
Accounts payable - 1,896 2,011
Non-current provisions 1,621 1,421 1,421
Deferred income 1,792 2,060 2,478
8,072 11,295 11,318
Current liabilities
Trade and other payables 34,348 25,616 27,090
Tax liabilities 1,063 2,172 290
Deferred income 494 500 326
Current provisions 314 314 314
Borrowings 44,907 39,127 35,022
81,126 67,729 35,022 63,042
Total liabilities: 89,198 79,024 74,360
Total equity and liabilities 245,587 240,265 222,324

Company code 173057512, address: Pramonės g. 3, LT-42150 Rokiškis, Lithuania

(All tabular amounts are in EUR '000 unless otherwise stated)

40. Consolidated cash flow statement January-June

Operating activities 2024 2023
Profit before tax and minority interest 7,485 1,174
Corrections:

depreciation
5,194 4,825

amortisation (negative prestige not included)
34 31

profit loss on disposal of property, plant and equipment
(101) (15)

interest expense
997 585

interest income
(462) (195)

amortization of government grants received
(249) (141)

inventory write-down to net realizable value
Circulating capital changes:
- inventories 7,477 (2,726)
- amounts payable 5,771 (3,807)
- amounts receivable and prepayments (16,318) 1,594
Cash flows from operating activities 9,828 1,325
Interest paid (997) (585)
Income tax paid (1,513) -
Net cash generated from operating activities 7,318 740
Investing activities
Purchase of property, plant and equipment (2,855) (6,265)
Purchase of intangible assets - -
Loans granted to farmers and employees - (940)
Proceeds from sale of property, plant and equipment 193 88
Other loans granted - -
Interest received
Other loan repayments received
462
500
195
312
Net cash generated from investing activities (1,700) (6,610)
Financing activities
Loans received 5,780 10,582
Repayments of borrowings (1,050) (1,050)
Acquisition of own shares (5,996) -
Dividends paid (5,251) (5,251)
Net cash generated from financing activities (6,517) 4,281
Net increase in cash and cash equivalents (899) (1,589)
Cash and cash equivalents at the beginning of the period 3,896 3,401
Cash and cash equivalents at the end of the period 2,997 1,812

Company code 173057512, address: Pramonės g. 3, LT-42150 Rokiškis, Lithuania

(All tabular amounts are in EUR '000 unless otherwise stated)

41. Consolidated Own Capital Change Statement

Share
capital
Share
premium
Reserve
for
acquisition
of treasury
shares
Treasury
shares
Other
reserves
Retained
earnings
Total
Balance at December 31st 2023 10,402 18,073 10,850 (2,251) 25,922 88,453 151,449
Comprehensive income
Profit (loss) of the year 1,794 1,794
Transfer to reserves (tantiemes) (28) (28)
Dividends relating to 2022 (5,251) (5,251)
Transfer to retained earnings (transfer
of depreciation, net of deferred
income tax)
(492) 492 -
Balance at June 30st 2023 10,402 18,073 10,850 (2,251) 25,430 85,460 147,964
Comprehensive income
Profit (loss) of the year 13,279 13,279
Transfer to reserves (tantiemes) (2) (2)
Acquisition of treasury shares
Transfer to retained earnings (transfer
of depreciation, net of deferred
income tax)
(701) 701 -
Balance at December 31st 2023 10,402 18,073 10,850 (2,251) 24,729 99,438 161,241
Comprehensive income
Profit (loss) of the year 6,429 6,429
Transfer to reserves (tantiemes) (34) (34)
Reserve for purchasing own shares 6,300 (6,300) -
Dividends relating to 2023 (5,251) (5,251)
Acquisition of own shares (5,996) (5,996)
Transfer to retained earnings (transfer
of depreciation, net of deferred
income tax)
(691) 691 -
Balance at June 30st 2024 10,402 18,073 17,150 (8,247) 24,038 94,973 156,389

Company code 173057512, address: Pramonės g. 3, LT-42150 Rokiškis, Lithuania

(All tabular amounts are in EUR '000 unless otherwise stated)

42. Commentary on the Report

1. General information

The Public Limited Liability Company Rokiškio sūris (hereinafter – the company) is a public listed company incorporated in Rokiskis.

The shares of AB Rokiskio Suris are traded on the Baltic Main List of the Nasdaq Vilnius (symbol – RSU1L).

The Consolidated Group (hereinafter – the Group) consists of the Company and five subsidiaries. (2023: Company and four subsidiaries). The subsidiaries that comprise consolidated Group are indicated below:

Year of
acquisition
Main activity Group's ownership
interest (%)
as at 30 June
Subsidiaries 2024 2023
Rokiškio Pienas UAB 2006 Distribution of dairy
products
100.00 100.00
Rokiškio
Pieno
Gamyba
UAB
2013 Production of dairy
products
100.00 100.00
Jekabpils Piena Kombinats
SIA
2005-2011 Raw milk collection 100.00 100.00
Kaunata SIA* 2010 Raw milk collection 60.00 60.00
DairyHub.LT UAB 2021 Production of dairy
products
100.00 -

* These subsidiaries were not consolidated due to their insignificance.

All above subsidiaries are incorporated in Lithuania, except for SIA Jekabpils Piena Kombinats and SIA Kaunata which are incorporated in Latvia.

The Group's main line of business is the production of fermented cheese and a wide range of other dairy products.

As of 30st June 2024, the average number of the Group's employees was equal to 1,183 (compared to 1,211 employees as at 30st June 2023).

2. Accounting Principles

These consolidated financial statements have been prepared according to International Financial Reporting Standards (IFRS) as adopted by the European Union.

The financial statements have been prepared under the historical cost convention, as modified for available-for-sale financial assets measured at fair value and property, plant and equipment measured at revalued amount.

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented unless otherwise stated.

The preparation of the financial statements in conformity with IFRS requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Subsidiaries are the entities over which the Group has the power to govern the financial and operating policies generally accompanying a shareholding of more than one half of the voting rights. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases.

Inter-company transactions, balances and unrealized gains on transactions between group companies are eliminated. Unrealized losses are also eliminated. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group.

The group treats transactions with non-controlling interest as transactions with equity owners of the group. For purchases from non-controlling interests, the difference between any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary is recorded in equity. Gains or losses on disposals to non-controlling interests are also recorded in equity.

The items shown in the financial statements of the Company and each entity of the Group are valued by the currency of the original economic environment wherein a specific company operates (hereinafter the "functional currency"). These financial statements have been presented in euros (EUR), which is the Company's (and the Group's each entity's) functional and presentation currency.

Property, plant and equipment is shown at revalued amount, based on periodic valuations of assets, less subsequent accumulated depreciation and impairment.

Subsequent costs are included into the asset's carrying amount or recognized as separate assets, as appropriate, only when it is likely that in future the Group will receive economic benefits associated with the item and the cost of the item will be measured accordingly. All other repairs and maintenance expenses are charged to the income statement during the financial period in which they have been incurred.

Depreciation on property, plant and equipment is calculated using the straight-line method to allocate their cost to their residual values over their estimated useful lives, at the Group:

Buildings 15

75 years
Plant & machinery 5
-
50
years
Motor vehicles 4
-
15
years
Equipment and other property, plant and equipment 4
-
25 years

The asset residual values and useful lives are reviewed, and adjusted, if appropriate, at each balance sheet date.

Software assets expected to provide economic benefit to the Company and the Group in future periods are valued at acquisition cost less subsequent amortisation. Software is amortised on the straight-line basis over the useful life of 1 to 5 years.

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for maturities greater than 12 months after the balance sheet date. These are classified as non-current assets. Loans and receivables are classified as 'trade and other receivables' in the balance sheet.

Financial assets with fixed or determinable payments and fixed maturity are classified as held-tomaturity when the Company has the positive intention and ability to hold to maturity. Held-tomaturity financial assets are initially recorded at fair value. Held-to-maturity financial assets are subsequently measured at amortised cost using the effective interest method less any recognised impairment losses which reflect irrecoverable amounts.

Proceeds from held-to-maturity financial assets are recognised through profit or loss using the effective interest method.

Inventories are subsequently carried at the lower of cost and net realisable value. Cost is determined by the first-in, first-out (FIFO) method. The cost of finished goods and work in progress comprises raw materials, direct labour, other direct costs and related indirect production overheads, but excludes borrowing costs. Net realisable value is the estimated selling price in the ordinary course of business, less the costs of completion and selling expenses. In half year 2024 financial statement it was made 1.3 million Eur adjustment when evaluating the stocks at net realizable value, in year 2023 financial statements it was made 0.8 million Eur adjustment.

Loans granted and amounts receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less the amount of impairment loss. A provision for impairment of amounts receivables is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of receivables. The impairment amount is the difference between the asset's carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. The amount of the provision is recognised in the statement of comprehensive income within 'general and administrative expenses'. Bad debts are written off during the year in which they are identified as irrecoverable.

Cash and cash equivalents are carried at nominal value. For the purposes of the cash flow statement, cash and cash equivalents comprise cash on hand and at bank and bank overdrafts. Bank overdrafts are included in borrowings in current liabilities on the balance sheet.

Ordinary shares are stated at their par value. Consideration received for the shares sold in excess over their nominal value is shown as share premium. Incremental external costs directly attributable to the issue of new shares are accounted for as a deduction from share premium.

Where the Company or its subsidiaries purchase the Company's equity share capital, the consideration paid including any attributed incremental external costs is deducted from shareholders' equity as treasury shares until they are sold, reissued, or cancelled. No gain or loss is recognised in the statement of comprehensive income on the sale, issuance, or cancellation of treasury shares. Where such shares are subsequently sold or reissued, any consideration received is presented in the consolidated financial statements as a change in shareholders' equity.

Other reserves are established upon the decision of annual general meeting of shareholders on profit appropriation. This reserve may be used only for the purposes approved by annual general meeting of shareholders.

Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost. Any difference between the amount at initial recognition and the redemption value is recognised in the statement of comprehensive income over the period of the borrowings using the effective interest method.

Profit is taxable at a rate of 15 % (2023: 15 %) in accordance with the Lithuanian regulatory legislation on taxation.

The Group pays social security contributions to the state Social Security Fund (the Fund) on behalf of its employees based on the defined contribution plan in accordance with the local legal requirements. Social security contributions are recognised as expenses on an accrual basis and are included in payroll expenses.

Revenue comprises the fair value of the consideration received or receivable for the sale of goods and services in the ordinary course of the Group's activities. Revenue is shown net of value-added tax, returns, rebates and discounts and after eliminated sales within the Group. Revenue from sales of goods is recognised only when all significant risks and benefits arising from ownership of goods is transferred to the customer.

Interest income is recognised on a time-proportion basis using the effective interest method.

Dividend distribution to the Company's shareholders is recognised as a liability in the Group's financial statements in the period in which the dividends are approved by the Company's shareholders.

Basic earnings per share are calculated by dividing net profit attributed to the shareholders from average weighted number of ordinary registered shares in issue, excluding ordinary registered shares purchased by the Company and the Group and held as treasury shares.

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of directors that make strategic decisions. The Group's management identified the following operating segments within the Group: hard cheese, semi hard cheese, butter, milk, cream, sour cream, sour milk, yogurt, curds, curd cheese and other. These operating segments were aggregated into two main reportable segments, based on similar nature of products, production process, type of customers and method of distribution.

Government grants are recognised at fair value where there is sufficient evidence that the grant will be received and the Group and the Company will comply with all attached conditions.

Government grants received to finance acquisition of property, plant and equipment are included in non-current deferred income in the balance sheet. They are recognised as income on a straight-line basis over the useful life of property, plant and equipment concerned.

Provisions are measured at the present value of expenditures expected to be required to settle the obligation using pre-tax rate that reflects current market assessments of the time value of money and the risks specified to the obligation. The increase in the provision due to passage of time is recognised as interest expense.

Trade payables are recognised initially at fair value and subsequently measured at amortised cost using effective interest method.

The valuation of property, plant and equipment, except for motor vehicles, at the Group and the Company as at 31 December 2020 was conducted by independent property valuer Ober-Haus UAB. The fair value estimation was based on the comparable sales price method. The valuation of other categories of assets was based on the replacement cost method. The valuation of motor vehicles was conducted by the Company's experts who established the fair value using the comparable sales price method. Assets that were evaluated using the replacement cost method were tested for impairment as a result of which no indications for possible impairment were identified.

The Company's management believes the values of property, plant and equipment adjusted under these methods as of 30 June 2024 and 2023 approximated the fair value.

3. Financial risk management

The Group's and the Company's activities expose them to a variety of financial risks. The Group's overall risk management focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects of the financial performance of the Group.

Risk management is carried out by the Company's management. There are no written principles for overall risk management in place.

The Group operate internationally, however, their exposure to foreign exchange risk is set at minimum level, since sales outside Lithuania are performed mostly in the euros.

The Group's interest rate risk arises from interest-bearing loans and borrowings. Borrowings with variable interest rates expose the Group to cash flow interest rate risk. Borrowings with fixed interest rates expose the Group to fair value interest rate risk. In 2024 and 2023, loans granted by the Group with fixed interest rate were denominated in the euros. In 2024 and 2023, the Group's borrowings were with variable interest rate and they were denominated in the euros.

Credit risk arises from cash at bank, loans granted, and trade receivables.

As at 30 June 2024, the Company's and the Group's all cash balances were held at banks that had external credit ratings from 'A+' to 'BBB', as set by the rating agency Fitch Ratings (30 June 2023: from 'A+' to 'BBB').

The table below summarises the Group's credit risk exposures relating to on-balance sheet items. Maximum exposure to credit risk before collateral held or other credit enhancements as at 30 June:

2024
06 30
2023
06 30
Cash and cash equivalents at banks 2,997 1,812
Trade receivables 60,245 55,344
Loans granted 14,001 5,471
77,243 62,627

The Group does not classify amounts receivable and other financial assets exposed to credit risk according to credit quality. Credit risk is managed through established credit limits for a major customers and monitoring of overdue receivables and loans. Credit limits and overdue receivables are continuously monitored by the Company's and the Group's management.

2024
06 30
2023
06 30
Amount Amount
Credit limit receivable Credit limit receivable
Customer A 6,000 5,711 6,500 6,455
Customer B 4,800 4,296 5,500 4,060
Customer C 5,000 3,245 4,345 3,411
Customer D 3,600 2,524 2,500 2,303
Customer E 2,960 2,414 2,250 2,243

The Group's objectives when managing capital are to safeguard the Group's ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Group and Company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.

The Group define their capital as equity and debt less cash and cash equivalents.

As at 30 June, the Group's capital structure was as follows:

2024
06 30
2023
06 30
Borrowings 47,707 39,922
Less: cash and cash equivalents (2,997) (1,812)
Net debt 44,710 38,110
Shareholders' equity 156,389 147,964
Total capital 201,099 186,074

Pursuant to the Lithuanian Law on Companies the authorised share capital of a public company must be not less than EUR 25 thousand (the authorised share capital of a private company must not be less than EUR 1 thousand) and the shareholders' equity should not be lower than 50% of the company's registered share capital. As at 30 June 2024 and 30 June 2023, the Company and its subsidiaries registered in Lithuania complied with these requirements.

4. Information on segments

Operating segments and reportable segments

The Group's management has distinguished the following operating segments of the Group: hard cheese, semi-hard cheese, butter milk, cream, sour cream, sour milk, yogurt, curd, curd cheese and other. These segments were combined into two main reportable segments based on the similar nature of products, production process, types of customers and the method of distribution. The main two reportable business segments of the Group are as follows:

  • Fresh milk products
  • Cheese and other dairy products.

Other operations of the Group comprise of raw milk collection. Transactions between the business segments are on normal commercial terms and conditions.

Geographical information

Analysis of the Group's income from sales according to markets is as follows:

2024
06 30
2023
06 30
Lithuania 57,506 52,800
European Union member states 102,547 75,566
Near East 8,527 10,491
North America 3,287 4,768
Far East 1,990 3,911
Other countries 951 570
Total 174,808 148,106

The breakdown of the Group's revenue by category:

2024
06 30
2023
06 30
Product Sales 174,295 146,674
Provided services 513 1,432
Total 174,808 148,106

5. Long-term tangible assets

In the income statement the depreciation charge of long-term tangible assets is reported in the following entries: selling and marketing expenses, general and administrative expenses and cost of sales, as well as in production in progress and ready production entries.

Software and intangible asset depreciation charge are accounted in the entry of general and administrative expenses.

6. Inventories

As at 30st June 2024, the Group's inventories were made of:

2024
06 30
2023
06 30
Raw materials 3,141 3,228
Work in progress 11,574 13,443
Finished products 69,733 56,610
Other inventories 2,556 1,844
Total 87,004 75,125

7. Related-party transactions

Main shareholders of Company:

2024
06 30
2023
06 30
Members
of
the
family
of
Antanas
Trumpa
21.02% 19.76%
(Chairman of the Board of the Company)
"Pieno
pramonės
investicijų
valdymas"
UAB
27.21% 27.21%
(established in Lithuania) *
SIA "RSU Holding" (established in Latvia) * 24.96% 24.96%
Fonterra (Europe) Coöperatie U.A 2.40% 10.00%
Other
shareholders
(legal
entities
and
natural
14.41% 15.67%
persons)
Rokiškio sūris AB (treasury shares) 10.00% 2.40%

* Pieno Pramonės Investicijų Valdymas UAB is controlled by Mr Antanas Trumpa (as a principal shareholder holding 55.76% of the share capital and votes of Pieno Pramonės Investicijų Valdymas UAB). RSU Holding SIA is controlled by Mr Dalius Trumpa (as a single shareholder holding 92% of the share capital and votes of RSU Holding SIA). The group of persons acting in concert holds in total 75.59% (2023 06 30: 81.93%) of the Company's share capital and votes*.

Members of the Board of Directors of Pieno Pramonės Investicijų Valdymas UAB, RSU Holding SIA, Fonterra (Europe) Coöperatie U.A., and Rokiškio Sūris AB and their family members are treated as related parties.

Certain cooperative societies engaged in the production of milk are treated as related parties of the Company because the Company can exercise a significant influence over daily activities of these cooperative societies through close family members of its directors and certain employees.

The following transactions were carried out with related parties:

2024
06 30
2023
06 30
Purchase of raw milk from other related parties 2,168 1,785
Purchase of non-current assets - -
Purchases of services 162 167
Sales of production and other inventories 5,629 9,340
Interest charges on credit facility 5 5

Seeking to disclose more accurately the internal turnovers for Rokiškio Sūris AB and Rokiškio Pienas and for Rokiškio Pieno Gamyba UAB, the Group's management decided that all purchases of raw materials used for the manufacturing of products exported by Rokiškio Sūris AB should be made at zero price, and all sales of products produced by Rokiškio Pienas UAB and by Rokiškio Pieno Gamyba UAB should be treated as sales of services, i.e. excluding the value of raw material. Purchases and sales of milk, property plant & equipment and inventory is organised at arm's length conditions between related parties.

Year-end balances arising from transactions with related parties:

2024
06 30
2023
06 30
Non-interest bearing loans granted to directors (and their family
members) 0 2
Loan receivable from Dzūkijos Pienas KB 298 298
Loan payable to Fonterra (Europe) Coöperatie U.A. 2,069 2,241
Trade payables to other related parties 90 415
Trade receivables from other related parties 529 2,370

Based on Resolution No 15 of the shareholder of Rokiškio Pieno Gamyba UAB made on 30 April 2024 it was decided to approve the proposed appropriation of profit for 2023 for Rokiškio Pieno Gamyba UAB and allocate EUR 5,499,891 for the payment of dividends. Based on Resolution No 34 of the shareholder of Rokiškio Pienas UAB made on 30 April 2024 it was decided to approve the proposed appropriation of profit for 2023 for Rokiškio Pienas UAB and allocate EUR 4,130,646 for the payment of dividends. Dividends were paid out to Rokiškio Sūris AB in May 2024.

8. Financial ratios

The Group's financial ratios: 2024
06 30
2023
06 30
2022
06 30
Revenue (EUR thousand) 174,808 148,106 168,217
EBITDA (EUR thousand) 13,710 6,615 11,844
EBITDA margin (%) 7.84 4.47 7.04
Operations profit (EUR thousand) 8,482 1,759 7,298
Margin of operations profit (%) 4.85 1.19 4.34
Profit per share (EUR) 0.20 0.05 0.17
Number of shares (units) 35,867,970 35,867,970 35,867,970

9. Information on the audit

The audit according to the International Accounting Standards will be made for the full year 2024 by audit company UAB BDO auditas ir apskaita.

10. Information on material events and transactions

On 29 February 2024, amendments to the Credit Agreement were signed with AB SEB bankas, whereby the Borrower (AB Rokiškio sūris) increased the amount of the Overdraft Limit up to a total maximum amount of EUR 55 million and a new 15 million credit with a repayment term until 30 April 2026. The maturity of this Overdraft Limit has been extended until 30 April 2025. It also extended the pledge to the bank of all the Company's current and future funds in circulation and increased the pledge on the property complex.

Talk to a Data Expert

Have a question? We'll get back to you promptly.